/raid1/www/Hosts/bankrupt/TCR_Public/190710.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, July 10, 2019, Vol. 23, No. 190
Headlines
120 CHESTER STATION: Aug 22 Hearing on Disclosure Statement
2015 BENNING ROAD: Case Summary & 3 Unsecured Creditors
550 SEABREEZE: Plan Solicitation Period Extended Until Aug. 21
ACETO CORP: July 25 Disclosure Statement Hearing Set
AEGERION PHARMACEUTICALS: Marc Beer Objects to Disclosure Statement
AIR FORCE VILLAGE: Exclusive Plan Filing Period Extended to Nov. 11
ALLIANCE BIOENERGY: July 25 Hearing on Disclosure Statement
ALTA MESA: Signs Separation Agreement with CAO
AMERICAN HOME: U.S. Trustee Forms 2-Member Committee
BALLANTYNE BRANDS: Hires Cherry Bekaert as Tax Accountant
BAY TERRACE: Seeks More Time to File Chapter 11 Plan
BLACKJEWEL LLC: U.S. Trustee Forms 5-Member Committee
BLESSED HOLDINGS: Plan Outline Objection Deadline Moved to July 12
BOOTJACK BAR: Taps Willis & Wilkins as Legal Counsel
BRAND BRIGADE: Seeks to Hire Levene Neale as Legal Counsel
BRIGHT MOUNTAIN: Appoints Alan Bergman as Chief Financial Officer
BRISTOW GROUP: Committee Seeks to Hire Kramer Levin as Counsel
BRISTOW GROUP: Committee Taps Imperial Capital as Financial Advisor
BRISTOW GROUP: Committee Taps Perella Weinberg as Investment Banker
BRISTOW GROUP: Committee Taps Porter Hedges as Local Counsel
BULK EXPRESS: Plan Outline Hearing Scheduled for August 6
BUZZ TEAM: U.S. Trustee Unable to Appoint Committee
CAESAR ENTERTAINMENT: Moody's Confirms B1 CFR, Outlook Stable
CAMBER ENERGY: Receives Noncompliance Notice from NYSE American
CAMBRIAN HOLDING: Seeks to Hire Frost Brown Todd as Legal Counsel
CAMBRIAN HOLDING: Seeks to Hire Jefferies as Investment Banker
CAMBRIAN HOLDING: Taps Whiteford Taylor as Conflicts Counsel
CC LLC: Seeks to Hire Adams and Reese LLP as Counsel
CENTURY LEASING: Case Summary & 5 Unsecured Creditors
CLEARWATER PAPER: Moody's Affirms Ba2 CFR, Outlook Stable
CLIFTON HOSPITALITY: Seeks to Hire Pattison Koskey as Accountant
COOL HOLDINGS: Carlos Rezk Has 12.3% Stake as of June 5
D&L PROPERTY: Seeks Ratification of $420K Oveido Property Sale
DISTRIBUIDORA LEQUAR: Sept. 10 Hearing on Disclosures
DN ENTERPRISES: Hires P.J. Morgan as Real Estate Broker
DPW HOLDINGS: Investor Swaps Old Note for $1.5M Convertible Note
DUNCAN MORGAN: Case Summary & 8 Unsecured Creditors
E.W. SCRIPPS: Fitch Rates New $400MM Sr. Unsec. Notes 'B'
E.W. SCRIPPS: S&P Assigns Prelim 'B-' Rating to Unsecured Notes
EDGEMARC ENERGY: Committee Hires Brown Rudnick LLP as Co-counsel
EMERALD TOPCO: Moody's Assigns 'B3' CFR, Outlook Stable
EMERALD TOPCO: S&P Assigns 'B' ICR on Acquisition by Equity Firms
ENSEMBLE RCM: Moody's Assigns B2 CFR, Outlook Stable
ENSEMBLE RCM: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
FAIRWAY ENERGY: Brown Rudnick, RL&F Represent Equity Holders
FIELDPOINT PETROLEUM: Dan Robinson Quits as Director
FORT BRAGG: U.S. Trustee Unable to Appoint Committee
GATEWAY TO LANCASTER: Taps M. J. Watson as Bankruptcy Counsel
GHOTRA HOSPITALITY: Case Summary & 2 Unsecured Creditors
HENRY COUNTY HEALTH CARE: S&P Withdraws 'BB+' 2019 Bond Rating
HOWARD HUGHES: S&P Alters Outlook to Stable, Affirms 'B+' ICR
ION MEDIA: Moody's Affirms B1 Corp. Family Rating, Outlook Stable
JEREMY STUTES: Selling 1991 Sea Ray 420 Sundancer for $20K
JESSE GOODRUM: Proposes Auction of Franklin Property
K&D INDUSTRIAL: July 26 Auction of Vehicles & Equipment Set
KENDALL FROZEN: $150K Sale of Customer Accounts to Ms. Kendall OK'd
KHRL GROUP: Sets Bidding Procedures for San Antonio Property
LA VINAS MD: U.S. Trustee Unable to Appoint Committee
LASALLE GROUP: U.S. Trustee Forms 3-Member Committee
LEGACY RESERVES: U.S. Trustee Forms 5-Member Committee
LONG BLOCKCHAIN: Requests C$133K Advances Under Loan Agreement
MELINTA THERAPEUTICS: Vatera Capital Has 60% Stake as of June 28
MESKO RESTAURANT: Rock & Brews Buying All Assets for $1.1M
MTS SYSTEMS: Moody's Hikes Sr. Unsecured Rating to Ba2
MTS SYSTEMS: S&P Rates $300MM Sr. Unsecured Notes 'B+'
NATURE'S SECOND: Hires Ritchie Bros. to Auction Equipment
NEW DOVER: Case Summary & 20 Largest Unsecured Creditors
NOAH OPERATIONS: Anderson & Karrenberg Represents TIC Owners
OMNOVA SOLUTIONS: S&P Puts 'B+' ICR on CreditWatch Developing
PAYLESS SOURCING: Case Summary & 20 Largest Unsecured Creditors
PHILLY DUE: Seeks Court Approval of Disclosure Statement
PREGIS TOPCO: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
RUBY'S DINER: Wants to Maintain Plan Exclusivity Until Oct. 7
RUI HOLDING: Case Summary & 30 Largest Unsecured Creditors
SAFE HAVEN: Sets Bidding Procedures for Two Bellevue Practices
SAGE PARK: $175K Sale of All Assets to Southern Hospitality Okayed
SCHAEFER AMBULANCE: Exclusivity Period Extended Until Sept. 1
SCHAEFER AMBULANCE: Seeks BidMed Auction of Medical Related Assets
SJKWD LLC: Plan Confirmation Hearing Set for Aug. 15
STARION ENERGY: Russell R. Johnson Represents 2 Utilities
STEARNS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
TELEXFREE LLC: Trustee Selling Coconut Creek Property for $480K
TRI-CORE PARTNERS: U.S. Trustee Unable to Appoint Committee
TRIUMPH GROUP: Moody's Lowers CFR to Caa1, Outlook Stable
VIDANGEL INC: Transferring of Intellectual Property to Skip
WALTER P SAUER: Case Summary & 20 Largest Unsecured Creditors
WINFIELD INN: Case Summary & 18 Unsecured Creditors
ZACKY & SONS: $21.55M Sale of 19 Ranch Assets to Great Rock Okayed
ZACKY & SONS: $4.5M Sale of 3 Fresno Assets to Great Rock Approved
[*] Porzio, Bromberg & Newman Promotes Kelly Curtin to Principal
*********
120 CHESTER STATION: Aug 22 Hearing on Disclosure Statement
-----------------------------------------------------------
The hearing to consider the approval of the Disclosure Statement
explaining the Chapter 11 Plan of 120 Chester Station Road, LLC,
will be held in Courtroom 3D of the U.S. Bankruptcy Court, U.S.
Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770, on
August 22, 2019 at 10:00 a.m.
August 1, 2019, is fixed as the last day for filing and serving
written objections to the Disclosure Statement.
A full-text copy of the Disclosure Statement dated June 27, 2019,
is available at https://tinyurl.com/y4bfll7a from PacerMonitor.com
at no charge.
About 120 Chester Station Road
120 Chester Station Road, LLC, is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). It sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-25967)
on Dec. 4, 2018. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of$1 million to $10
million. The case is assigned to Judge Lori S. Simpson. Cohen
Baldinger & Greenfeld, LLC, is the Debtor's counsel.
2015 BENNING ROAD: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: 2015 Benning Road, LLC
5335 Wisconsin Avenue,NW, Suite 440
Washington, DC 20012
Business Description: 2015 Benning Road LLC classifies itself as
Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). The Company is
a fee simple owner of a property located
in Washington, DC having an estimated
current value of $4 million.
Chapter 11 Petition Date: July 8, 2019
Court: United States Bankruptcy Court
District of Columbia (Washington, D.C.)
Case No.: 19-00449
Debtor's Counsel: Elton Feonard Norman, Esq.
THE NORMAN LAW FIRM
8720 Georgia Avenue, Suite 906
Silver Spring, MD 20910
Tel: 301-588-4888
E-mail: enorman@normanlawfirm.net
Total Assets: $4,000,000
Total Liabilities: $9,543,085
The petition was signed by Warren C. Williams, Jr., managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at:
http://bankrupt.com/misc/dcb19-00449.pdf
550 SEABREEZE: Plan Solicitation Period Extended Until Aug. 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
extended the period during which 550 Seabreeze Development, LLC has
the exclusive right to solicit acceptances for its proposed Chapter
11 plan of liquidation through Aug. 21.
550 Seabreeze filed its proposed liquidating plan and disclosure
statement on March 23. On May 29, the court conditionally approved
the disclosure statement, allowing the company to start soliciting
votes from creditors. A court hearing to consider final approval
of the disclosure statement and confirmation of the plan is
scheduled for July 17.
About 550 Seabreeze Development
550 Seabreeze Development LLC is a general contractor located in
Fort Lauderdale, Florida. It is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). The company filed as a
Florida limited liability in Florida in September 2003.
550 Seabreeze Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12193) on Feb. 26,
2018. In its petition signed by Kenneth Bernstein, authorized
representative, the Debtor estimated assets and liabilities of $10
million to $50 million. Judge Raymond B. Ray presides over the
case. Genovese Joblove & Battista, P.A., is the Debtor's legal
counsel. No official committee of unsecured creditors has been
appointed in the Debtor's case.
ACETO CORP: July 25 Disclosure Statement Hearing Set
----------------------------------------------------
Bankruptcy Judge Vincent F. Papalia will convene a hearing on July
25, 2019 at 11:00 a.m. to consider approval of Aceto Corporation
and affiliates' disclosure statement.
Written objections to the disclosure statement must be filed 14
days prior to the hearing.
The Troubled Company Reporter previously reported that
distributions under the Plan and the Plan Administrator's
operations will be funded from the Debtors' Cash on hand and
proceeds of the Sales held by the Estates as of the Effective Date,
and proceeds of other asset dispositions and net proceeds of
Litigation and Other Recoveries.
A full-text copy of the Disclosure Statement dated June 17, 2019,
is available at https://tinyurl.com/y39e7n5s from PacerMonitor.com
at no charge.
About ACETO Corp.
ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused
on the global marketing, sale and distribution of Human Health
products (finished dosage form generics and nutraceutical
products), Pharmaceutical Ingredients (pharmaceutical intermediates
and active pharmaceutical ingredients) and Performance Chemicals
(specialty chemicals and agricultural protection products).
The Company employs approximately 180 people.
With business operations in nine countries, ACETO distributes over
1,100 chemical compounds used principally as finished products or
raw materials in the pharmaceutical, nutraceutical, agricultural,
coatings and industrial chemical industries. ACETO's global
operations, including a staff of 25 in China and 12 in India, are
distinctive in the industry and enable its worldwide sourcing and
regulatory capabilities.
Aceto Corporation and eight affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case No. 19-13448) on Feb. 19, 2019. ACETO
disclosed assets of $753,159,000 and liabilities of $702,848,000 as
of Dec. 31, 2018.
The Hon. Vincent F. Papalia is the case judge.
The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons &
Simmons as foreign counsel; PJT Partners LP as investment banker
and financial advisor; AP Services LLC as restructuring advisor;
and Prime Clerk LLC as claims and noticing agent.
The U.S. Trustee, on Feb. 28, 2019, appointed five members to the
official committee of unsecured creditors:
(1) Wilmington Trust, National Association
50 South 6th St., Suite 1290
Minneapolis, MN 55402
Tel: (612) 217-5629
Fax: (612) 217-5651
Attn: Peter Finkel
(2) Aurobindo Pharma USA, Inc.
279 Princeton Hightstown Rd.
East Windsor, NJ 08520
Tel: (732) 917-2417
Attn: Hunter Murdock
(3) FDC Limited
C-3 Sky Vistas
106-A J.P. Road
D.N. Nager
Mumbai - 400 053
Tel: +91-22-3071 9100
Attn: Rahul Saikia
(4) Ingenus Pharmaceuticals NJ, LLC
4190 Millenia Blvd.
Orlando, FL 32839
Tel: (216) 407-4756
Fax: (407) 264-6632
Attn: Matthew J. Baumgartner
(5) Thinq Pharma CRO PVT LTD.
111 North Bridge Road
#16-04 Penninsula Plaza
Singapore 179098
Tel: +917-940-2896
Attn: Ameya Nadkarni
Counsel for the Committee is Stroock & Stroock & Lavan LLP and
Porzio, Bromberg & Newman, P.C. Houlihan Lokey Capital, Inc., is
the Committee's investment banker. GlassRatner Advisory & Capital
Group, LLC, as its financial advisor.
AEGERION PHARMACEUTICALS: Marc Beer Objects to Disclosure Statement
-------------------------------------------------------------------
Marc Beer, former Chief Executive Officer of Aegerion
Pharmaceuticals, Inc., objects to the approval of the Disclosure
Statement for the Joint Chapter 11 Plan of Aegerion
Pharmaceuticals, Inc., and its debtor affiliates.
According to Mr. Beer, a disclosure statement must "contain simple
and clear language delineating the consequences of the proposed
plan on [creditors'] claims and the possible Code alternatives so
that [creditors] can intelligently accept or reject the Plan."
He complains that the Disclosure Statement fails to explain the
Debtors' justification for separately classifying Ongoing Trade
Claims from Other General Unsecured Claims. Classifying vendors and
customers separately from other unsecured creditors is generally
discouraged.
He points out that the Disclosure Statement does not provide any
basis for discharging the Debtors' indemnification obligations,
which run to Mr. Beer by operation of the Indemnification Agreement
and Aegerion's by-laws.
He further complains that the Disclosure Statement does not
indicate with sufficient specificity what, if any, recovery holders
of the Class 6B Other General Unsecured Claims can expect under the
Plan.
Counsel for Marc Beer:
David C. McGrail, Esq.
Ilana Volkov, Esq.
MCGRAIL & BENSINGER LLP
888-C 8th Avenue #107
New York, NY 10019
Tel: (646) 285-8476
Fax: (646) 224-8377
-- and --
Douglas R. Gooding, Esq.
Melissa Bayer Tearney, Esq.
R.J. Cinquegrana, Esq.
CHOATE HALL & STEWART LLP
Two International Place
Boston, MA 02110
Tel: (617) 248-5000
Fax: (617) 248-4000
About Aegerion Pharmaceuticals
Aegerion Pharmaceuticals is a global biopharmaceutical company
dedicated to developing and commercializing therapies that deliver
new standards of care for people living with rare diseases. With a
global footprint and an established commercial portfolio, including
MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's
business is supported by differentiated treatments that treat
severe and rare diseases.
On November 29, 2016, Aegerion entered into a merger transaction
with non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a
publicly traded company formed under the laws of the Province of
British Columbia. As a result of that transaction, Aegerion became
an indirect wholly owned subsidiary of Novelion.
Aegerion Pharmaceuticals, Inc., and U.S. affiliate Aegerion
Pharmaceuticals Holdings, Inc., sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019.
The Lead Debtor estimated $100 million to $500 million in assets
and the same range of liabilities as of the bankruptcy filing.
The Hon. Martin Glenn is the case judge.
The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor;
Moelis & Company LLC as financial and restructuring advisor; AP
Services, LLC as financial advisor and chief restructuring officer;
and Prime Clerk LLC as claims and noticing agent and administrative
advisor.
The ad hoc group of convertible noteholders tapped Latham & Watkins
LLP and King & Spalding LLP as legal advisors; and Ducera Partners
LLC as financial advisor.
The U.S. Trustee for Region 2 on May 29 appointed two creditors to
serve on the official committee of unsecured creditors in the
Chapter 11 cases of Aegerion Pharmaceuticals, Inc. and its
affiliates.
AIR FORCE VILLAGE: Exclusive Plan Filing Period Extended to Nov. 11
-------------------------------------------------------------------
Judge Scott Clarkson of the U.S. Bankruptcy Court for the Central
District of California extended the period during which Air Force
Village West, Inc. has the exclusive right to file a Chapter 11
plan through Nov. 11, and to solicit acceptances for the plan
through Jan. 6.
About Air Force Village West
Air Force Village West -- https://livealtavita.org/ -- owns and
operates a continuing care retirement community with assisted
living, independent living, skilled nursing and memory care
services. Air Force Village is a not-for-profit entity opened in
1989.
Air Force Village West, Inc., based in Riverside, CA, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11920) on March
10, 2019. The petition was signed by Mary Carruthers, chairman of
the Board. In its petition, the Debtor estimated $50 million to
$100 million in both assets and liabilities. The Hon. Scott C
Clarkson oversees the case. Samuel R. Maizel, Esq., at Dentons US
LLP, is the Debtor's bankruptcy counsel.
ALLIANCE BIOENERGY: July 25 Hearing on Disclosure Statement
-----------------------------------------------------------
The Court has set a hearing to consider approval of the Disclosure
Statement explaining the Chapter 11 Plan of Alliance BioEnergy
Plus, Inc., on July 25, 2019 at 10:30 a.m., in United States
Bankruptcy Court, 1515 North Flagler Drive, Courtroom B, 8th Floor,
West Palm Beach, Florida 33401. The last day for filing and serving
objections to the Disclosure Statement is on July 18, 2019.
About Alliance BioEnergy Plus
West Palm Beach, Florida-based Alliance BioEnergy Plus, Inc. --
http://www.alliancebioe.com/-- is a publicly-traded technology
company focused on emerging technologies in the renewable energy,
biofuels, and new technologies sectors. The company is now focused
on the development and commercialization of the licensed technology
it controls through its affiliate Carbolosic, LLC. Through its
wholly-owned subsidiary, AMG Energy, the company owns Ek
Laboratories, Inc. and a 50% interest in Carbolosic (which includes
certain licensing rights in North America and Africa).
Alliance BioEnergy Plus sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23071) on Oct. 22,
2018. In the petition signed by CEO Benjamin Slager, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Judge Erik P. Kimball presides over the
case. The Debtor tapped Mancuso Law, P.A. as its legal counsel,
and the Law Offices of Robert Diener as its special counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
ALTA MESA: Signs Separation Agreement with CAO
----------------------------------------------
Alta Mesa Resources, Inc., the parent company of Alta Mesa
Holdings, LP, and Ronald J. Smith, vice president and chief
accounting officer, came to a mutual understanding with respect to
Mr. Smith's separation from the Company and all positions with each
of the Company's affiliates, including Alta Mesa Holdings GP, LLC,
the general partner of Alta Mesa Holdings, LP, which will occur
effective July 19, 2019. In connection with this understanding, a
subsidiary of the Company entered into a separation agreement with
Mr. Smith that provides he will receive the following:
1. a pro-rated "target" annual bonus for 2019, in the amount
of $96,164;
2. a lump sum equal to 12 months base salary and 1.0 times his
2019 target annual bonus;
3. full accelerated vesting of all Company equity awards that
are subject to time-based vesting and accelerated vesting
of any Company equity awards that are subject to
performance-based vesting at the target level of
performance;
4. $20,000 for outplacement services; and
5. up to eighteen months of Company-funded COBRA coverage.
Mr. Smith's rights to these payments are subject to his compliance
with his non-compete, non-solicitation and other restrictive
covenants, as well as his signing and not revoking a general
release of claims.
About Alta Mesa
Headquartered in Houston, Texas, Alta Mesa Holdings, LP --
http://www.altamesa.net-- is an independent exploration and
production company focused on the acquisition, development,
exploration and exploitation of unconventional onshore oil and
natural gas reserves in the eastern portion of the Anadarko Basin
in Oklahoma. The Company was formed in 1987 as a private Texas
limited partnership.
Alta Mesa reported a net loss of $77.66 million for the year ended
Dec. 31, 2017, compared to a net loss of $167.9 million for the
year ended Dec. 31, 2016. For the period from Feb. 9, 2018,
through Dec. 31, 2018, the Company reported a net loss of $2.07
billion. As of March 31, 2019, the Company had $949.39 million in
total assets, $955.66 million in total liabilities, and a total
partners' deficit of $6.27 million.
* * *
As reported by the TCR in February 2019, Moody's Investors Service
downgraded Alta Mesa Holdings' Corporate Family Rating (CFR) to
Caa1 from B2. "The downgrade reflects Alta Mesa's heavy deficit
funded development strategy in 2018 that resulted in very large
projected negative free cash flow and raised concerns about capital
efficiency and declining liquidity, as well as the sudden departure
of Alta Mesa's long-standing senior management team," said Sajjad
Alam, Moody's Senior Analyst.
As reported by the TCR on June 26, 2019, Moody's Investors Service
downgraded Alta Mesa Holdings' Corporate Family Rating to Ca from
Caa1. "These rating actions reflect the high likelihood of a
potential debt restructuring in the near term," said Sajjad Alam,
Moody's senior analyst. "The company has very limited liquidity
cushion and is facing a potential financial covenant breach as
early as June 30, 2019."
AMERICAN HOME: U.S. Trustee Forms 2-Member Committee
----------------------------------------------------
The U.S. Trustee for Region Region 21 on July 3, 2019, appointed
two creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of American Home Products LLC.
The committee members are:
(1) Jim Fine Wooden Products Co., Ltd
c/o Peter Wang
No. 5 Beihuan St.
Hailin Economic Development Zone
Heilongjiang China
Zip: 157199
Tel: +86-453-5871577
E-mail: peterwang1818@vip.163.com
(2) Strategic America
c/o Troy Wells, Chief Financial Officer
6600 Westown Parkway, Suite 100
West Des Moines, IA 50266
Tel: 515-453-2005
E-mail: twells@strategicamerica.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About American Home Products
American Home Products LLC -- https://www.louvershop.com/ -- is the
holding company for The Louver Shop. It provides custom interior
plantation shutters, exterior shutters, and window treatments.
American Home Products, based in Gainesville, GA, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 19-21054) on May 29, 2019.
In the petition signed by Gregory Bangs, chief financial officer,
the Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
The Hon. James R. Sacca oversees the case.
The Debtor tapped McDonald Hopkins LLC as bankruptcy counsel;
Kelley & Clements LLC as co-counsel with McDonald; and Wayne Tanner
of Aurora Management Partners, Inc., as chief restructuring
officer.
BALLANTYNE BRANDS: Hires Cherry Bekaert as Tax Accountant
---------------------------------------------------------
Ballantyne Brands, LLC and its affiliate received approval from the
U.S. Bankruptcy Court for the Western District of North Carolina to
employ Cherry Bekaert, LLP as tax accountant.
The firm will be paid the sum of $10,000 for the preparation of the
Debtors' 2018 state and federal tax returns. Its hourly rates
are:
Tax Partner $460
Tax Manager $325
Tax Accountant $195
James Fowler Jr., a certified public accountant and tax partner at
Cherry Bekaert, disclosed in court filings that the firm neither
holds nor represents any interest adverse to the Debtors' estates,
and that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
James A. Fowler, Jr., CPA
Cherry Bekaert, LLP
1111 Metropolitan Ave., Suite 900
Charlotte, NC 28204
Phone: 704-377-1678
Fax: 704-377-6063
About Ballantyne Brands
Ballantyne Brands -- https://www.misticecigs.com/ -- manufactures
electronic cigarette under the brand Mistic.
Ballantyne Brands LLC, a Delaware limited liability company, and
Ballantyne Brands LLC, a North Carolina limited liability company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D.N.C. Case Nos. 19-30083 and 19-30084) on Jan. 18, 2019.
At the time of the filing, Ballantyne Brands disclosed $189,222 in
assets and $16,613,740 in liabilities. Meanwhile, the company's
North Carolina affiliate reported zero assets and liabilities of
$1,586,511. The cases are assigned to Judge Craig J. Whitley.
Moon Wright & Houston, PLLC is the Debtors' legal counsel.
BAY TERRACE: Seeks More Time to File Chapter 11 Plan
----------------------------------------------------
Bay Terrace Plaza, LLC asked the U.S. Bankruptcy Court for the
Eastern District of New York to extend the period during which it
has the exclusive right to file a Chapter 11 plan through Oct. 17,
and to solicit acceptances for the plan through Dec. 16.
The company said it needs additional time to deliberate upon and
formulate its course of action with respect to the sale of its
business and lease.
From the outset of the case, Bay Terrace has stated that its goal
is to sell its business and lease. Thus, any plan of the company
will detail such a sale process. At this juncture, however, the
company believes it is premature to file its plan as the marketing
has just begun and a buyer has yet to be secured.
About Bay Terrace Plaza
Bay Terrace Plaza, LLC operates a restaurant in the Bay Terrace
Shopping Center located at 210-35 26th Avenue, Bayside, N.Y.
Bay Terrace Plaza filed a voluntary Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 19-41616) on March 21, 2019, listing under $1
million in both assets and liabilities. On April 30, 2019, the case
was reassigned to Judge Robert E. Grossman from Judge Elizabeth S.
Stong, and was assigned a new case number (Case No. 19-73115).
The Debtor is represented by LaMonica Herbst & Maniscalco, LLP.
BLACKJEWEL LLC: U.S. Trustee Forms 5-Member Committee
-----------------------------------------------------
The Office of the U.S. Trustee on July 3, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of Blackjewel LLC.
The committee members are:
(1) Joseph Yoerg
Karen Ferris
Walker Machinery Company
1400 Cecil Avenue
Louisville, KY 40211
502-774-4441 (Phone)
Joseph_yoerg@whayne.com
Karen_Ferris@whayne.com
(2) James Pfeifer
Jennmar Corporation of Virginia
P.O. Box 603800
Charlotte, NC 28260-3800
412-463-5445 (Phone)
412-963-8099 (Fax)
jpfeifer@jennmar.com
(3) Whitney Kegley
CAM Mining, LLC
P.O. Box 1169
Pikesville, KY 41501
859-492-4431 (Phone)
wkegley@rhinolp.com
(4) Henry E. Looney
United Central Industrial Supply Company, LLC
1241 Volunteer Parkway, Suite 1000
Bristol, TN 37620
423-573-7345 (Phone)
423-573-7392 (Fax)
Henry.Looney@unitedcentral.net
(5) Stephen G. Barker
Kentucky River Properties, LLC
360 E. Vine Street, Suite 310
Lexington, KY 40507
606-439-4518 (Phone)
606-436-5375 (Fax)
Steve@krpky.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Blackjewel L.L.C.
Blackjewel L.L.C.'s core business is mining and processing
metallurgical, thermal and other specialty and industrial coals.
Blackjewel operates 32 properties, including surface and
underground coal mines, preparation or wash plants, and loadouts or
tipples. Combined, Blackjewel and its affiliates hold more than
500 mining permits. Operations are located in the Central
Appalachian Basin in Virginia, Kentucky and West Virginia and the
Powder River Basin in Wyoming.
Blackjewel L.L.C. and four affiliates filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
W.Va. Lead Case No. 19-30289) on July 1, 2019.
Blackjewel estimated $100 million to $500 million in asset and $500
million to $1 billion in liabilities as of the bankruptcy filing.
The Hon. Frank W. Volk is the case judge.
The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy
counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI
Consulting Inc. as financial advisor; Jefferies LLC as investment
banker; and Prime Clerk LLC as the claims agent.
BLESSED HOLDINGS: Plan Outline Objection Deadline Moved to July 12
------------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol issued a corrected order changing
the deadline for the objection to Blessed Holdings Trust, Corp.'s
disclosure statement to July 12, 2019.
About Blessed Holdings Trust Corp.
Blessed Holdings Trust Corp. is a corporation based in Hialeah,
Florida. It is a small business debtor as defined in 11 U.S.C.
Section 101(51D).
Blessed Holdings Trust sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25403) on Dec. 11,
2018. At the time of the filing, the Debtor estimated
assets of $1 million to $10 million and liabilities of $1 million
to $10 million. The case is assigned to Judge Jay A. Cristol. The
Debtor tapped the Law Offices of Richard R. Robles, P.A. as its
legal counsel.
BOOTJACK BAR: Taps Willis & Wilkins as Legal Counsel
----------------------------------------------------
Bootjack Bar, Inc. received approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ Willis & Wilkins, LLP
as its legal counsel.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
a. advise the Debtor of its power and duties in the management
of its properties;
b. take necessary action to collect properties of the estate and
file suits to recover those properties;
c. represent the Debtor in connection with the formulation and
implementation of a plan of reorganization;
d. prepare legal papers on behalf of the Debtor; and
e. object to disputed claims.
Willis & Wilkins will be paid an hourly fee of $375 and a retainer
in the amount of $15,000. The firm will also receive reimbursement
for work-related expenses incurred.
James Samuel Wilkins, Esq., a partner at Willis & Wilkins,
disclosed in court filings that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estate.
Willis & Wilkins can be reached at:
James Samuel Wilkins, Esq.
Willis & Wilkins, LLP
711 Navarro St. Suite 711
San Antonio, TX 78205
Tel: (210) 271-9212
Fax: (210) 271-9389
Email: jwilkins@stic.net
About Bootjack Bar, Inc.
Based in San Antonio, Texas, Bootjack Bar, Inc. filed for
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 19-51515) on June 26, 2019, listing under $1 million
on both assets and liabilities. Willis & Wilkins, LLP represents
the Debtor as counsel. Judge Ronald B. King presides over the case.
BRAND BRIGADE: Seeks to Hire Levene Neale as Legal Counsel
----------------------------------------------------------
Brand Brigade, LLC seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ Levene, Neale,
Bender, Yoo & Brill LLP as its bankruptcy counsel effective May
31.
The firm will provide these services in connection with the
Debtor's Chapter 11 case:
a. advise the Debtor regarding the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the U.S. Trustee;
b. advise the Debtor regarding the rights and remedies of its
bankruptcy estate and the rights, claims and interests of
creditors;
c. represent the Debtor in any proceeding or hearing in the
bankruptcy court involving its estate unless it is represented in
such proceeding or hearing by a special counsel;
d. conduct examinations of witnesses, claimants or adverse
parties and represent the Debtor in adversary proceedings except
those outside of the firm's expertise or beyond its staffing
capabilities;
e. prepare and assist the Debtor in the preparation of
documents with respect to the use, sale or lease of property
outside the ordinary course of business;
f. help the Debtor obtain approval to use cash collateral or
get financing; and
g. assist the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization.
Levene Neale will be paid at these hourly rates:
Attorneys $450 to $625
Paraprofessionals $250
The firm will also be reimbursed for work-related expenses
incurred.
Levene Neale received a retainer of $30,000, inclusive of the
$1,717 filing fee. The firm holds a retainer of $18,601.85 as of
the filing of the Debtor's bankruptcy petition.
Daniel Reiss, Esq., a partner at Levene Neale, disclosed in court
filings that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estate.
Levene Neale can be reached at:
Daniel H. Reiss, Esq.
Levene, Neale, Bender, Yoo & Brill LLP
10250 Constellation Blvd., Suite 1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: rb@lnbyb.com
About Brand Brigade LLC
Based in Anaheim, Calif., Brand Brigade LLC filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case No. 19-16397) on May 31, 2019, listing under $1
million in both assets and liabilities. Jeffrey S. Kwong, Esq., at
Levene Neale Bender Yoo & Brill LLP, is the Debtor's counsel.
BRIGHT MOUNTAIN: Appoints Alan Bergman as Chief Financial Officer
-----------------------------------------------------------------
Bright Mountain Media, Inc., appointed Alan Bergman as its chief
financial officer on July 2, 2019. Prior to his appointment, from
June 24, 2019 until July 1, 2019 he provided financial and
accounting services to the Company on a consulting basis.
From December 2018 until May 2019, Mr. Bergman, 50, served as vice
president finance of Greenlane Holdings, Inc., where he oversaw the
finance and accounting department for a company in the wholesale
and distribution industry. From February 2018 until December 2018
he served as controller for Boston Proper LLC, a women's online and
catalog retailer, where he oversaw the finance and accounting
department. From 2013 until January 2018 Mr. Bergman served as
controller for Woodfield Distribution, LLC, known as WDSrx, a
logistics services provider within the pharmaceutical industry
specializing in prescription and over-the-counter medications and
related categories. From 2011 until 2013 he served as vice
president of finance for Latitude Solutions, Inc., a company in the
water remediation industry, transitioning into director of finance
for Walking Tree Farms, a privately-held family office owned by
select board members of Latitude Solutions, Inc. From 2009 until
2011 Mr. Bergman was an audit manager with Mallah Furman & Co., a
PCAOB-registered accounting firm which was acquired by EisnerAmper
LLP in 2015, where he planned, performed and supervised financial
statement audits in accordance with GAAP, GAAS and the Sarbanes
Oxley Act of 2002. From 2005 until 2009 he was a senior auditor
with Weinberg & Company, P.A., a PCAOB-registered accounting firm,
where he planned and performed financial statement audits in
accordance with GAAP, GAAS and the Sarbanes Oxley Act of 2002.
Mr. Bergman began his accounting career in 2000 with Deloitte &
Touche LLP, a national accounting firm, serving as a staff
associate until 2002 and a senior associate from 2002 until 2005.
Since 2004 Mr. Bergman, a certified public accountant, has served
as an adjunct professor at Florida Atlantic University and
Millennia Atlantic University, teaching courses in accounting
Theory I, II and III, managerial accounting, advanced accounting
information systems and accounting capstone. From 2003 to 2005 he
was also a facilitator for Deloitte & Touche LLP's national and
local training seminars. Mr. Bergman received a B.S. in Finance
from the University of Tampa and a Master of Accounting from the
University of Miami.
Under the terms of a letter agreement with Mr. Bergman, the Company
agreed to pay him an annual salary of $135,000 and granted him ten
year options to purchase 100,000 shares of the Company's common
stock, exercisable at the closing per share bid price of its common
stock on July 1, 2019, vesting in arrears in four equal annual
installments beginning on July 1, 2020.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
http://www.brightmountainmedia.com-- is a digital media holding
company whose primary focus is connecting brands with consumers as
a full advertising services platform. Bright Mountain Media's
assets include an ad network, an ad exchange platform and 25
websites (owned and/or managed) that provide content, services and
products. The websites are primarily geared for a young, male
audience with several that focus on active, reserve and retired
military audiences as well as law enforcement and first
responders.
Bright Mountain reported a net loss attributable to common
shareholders of $5.33 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to common shareholders of $3.01
million for the year ended Dec. 31, 2017. As of March 31, 2019,
Bright Mountain had $5.39 million in total assets, $1.88 million in
total liabilities, and $3.51 million in total shareholders'
equity.
EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 12, 2019, on the Company's consolidated financial statements
for the year ended Dec. 31, 2018, stating that the Company has
experienced recurring net losses, cash outflows from operating
activities, and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern.
BRISTOW GROUP: Committee Seeks to Hire Kramer Levin as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Bristow Group Inc.
and its affiliated debtors seeks authority from the United States
Bankruptcy Court for the Southern District of Texas to retain
Kramer Levin Naftalis & Frankel LLP as its legal counsel.
The firm will provide these services in connection with the
Debtors' Chapter 11 cases:
(a) administration of the bankruptcy cases and the exercise of
oversight with respect to the Debtors' affairs;
(b) preparation of legal papers;
(c) appearances in court and participation in litigation and
meetings of creditors;
(d) negotiation and evaluation of the use of cash collateral,
any proposed debtor-in-possession financing, and any potential
financing alternative;
(e) evaluation of the proposed restructuring support agreement
and any other potential alternatives;
(f) evaluation of the Debtors' current fleet structure and
analysis of potential fleet and lease restructurings;
(g) analysis of the Debtors' proposed employee compensation,
incentive and retention payment programs;
(h) investigation as to the fairness and process by which the
Debtors arrived at the terms of the restructuring support agreement
and pre-bankruptcy transactions among the Debtors and their funded
debt creditors;
(i) negotiation, formulation, drafting and confirmation of a
plan of reorganization or liquidation;
(j) investigation of unencumbered assets, liabilities,
financial condition of the Debtors, prior transactions, and
operational issues concerning the Debtors that may be relevant to
the cases;
(k) negotiation and formulation of any proposed sale of the
Debtors' assets; and
(l) communications with the committee's constituents in
furtherance of its responsibilities.
Kramer Levin's current hourly billing rates are:
Partners $950 - $1,350
Counsel $1,000 - $1,300
Special Counsel $935 - $1,090
Associates $550 - $970
Paraprofessionals $275 - $420
Douglas Mannal, Esq., a partner at Kramer Levin, disclosed in court
filings that his firm is a "disinterested person" as defined by
Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Mannal disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements, and that no professional at the firm has varied his
rate based on the geographic location of the Debtor's bankruptcy
case.
Mr. Mannal also disclosed that Kramer Levin did not represent the
committee before its formation and that the firm's billing rates
have not changed since the petition date.
Kramer Levin is developing a budget and staffing plan for the
period through July 31, 2019 that will be presented for approval by
the Committee, Mr. Mannal further disclosed.
The counsel can be reached at:
Douglas H. Mannal, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Tel: (212) 715-9100
Fax: (212) 715-8000
About Bristow Group
Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/--
provides industrial aviation and charter services to offshore
energy companies in Europe, Africa, the Americas, and the Asian
Pacific. It also provides search and rescue services for
governmental agencies and the oil and gas industry. Headquartered
in Houston, Bristow Group employs approximately 3,000 individuals
around the world.
Bristow Group and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on
May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion
in assets and $1.886 billion in liabilities.
The cases are assigned to Judge David R. Jones.
The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell,
Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez &
Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and
Prime Clerk LLC as claims, noticing and solicitation agent.
BRISTOW GROUP: Committee Taps Imperial Capital as Financial Advisor
-------------------------------------------------------------------
The official committee of unsecured creditors of Bristow Group Inc.
and its affiliates seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas to retain Imperial Capital, LLC
as its financial advisor.
The firm will provide these services in connection with the
Debtors' Chapter 11 cases:
(a) analyze the Debtors' aircraft fleet and fleet plan
including counterparties, ownership costs, structure, maintenance
conditions, flexibility for operational swapping, international
jurisdictions and customer requirements;
(b) review and analyze negotiations of aircraft financing
arrangements, aircraft lease rejections, and elections under
Sections 365 and 1110;
(c) analyze potential claims arising from various fleet
transactions, lease rejections, and elections under Sections 365
and 1110 elections;
(d) analyze potential unencumbered collateral;
(e) support the committee's professionals with respect to
various motions and hearings as needed;
(f) evaluate potential aircraft financing and sale
alternatives; and
(g) provide other financial advisory services with respect to
the Debtors' financial issues.
The firm's hourly rates are:
Managing Director $1,050
Senior Vice President $900
Vice President $750
Associate (Senior) $625
Associate (Junior) $550
Analyst (Senior) $475
Analyst (Junior) $400
Imperial's advisory fee is $75,000 per month.
David Fowkes, managing director at Imperial, disclosed in a court
filing that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
Imperial can be reached through:
David Fowkes
Imperial Capital, LLC
10100 Santa Monica Avenue, Suite 2400
Los Angeles, CA 90067
Office: (310) 246-3700
Toll Free: (800) 929-2299
Fax: (310) 777-3000
About Bristow Group
Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/--
provides industrial aviation and charter services to offshore
energy companies in Europe, Africa, the Americas, and the Asian
Pacific. It also provides search and rescue services for
governmental agencies and the oil and gas industry. Headquartered
in Houston, Bristow Group employs approximately 3,000 individuals
around the world.
Bristow Group and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on
May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion
in assets and $1.886 billion in liabilities.
The cases are assigned to Judge David R. Jones.
The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell,
Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez &
Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and
Prime Clerk LLC as claims, noticing and solicitation agent.
BRISTOW GROUP: Committee Taps Perella Weinberg as Investment Banker
-------------------------------------------------------------------
The official committee of unsecured creditors of Bristow Group Inc.
and its affiliates seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas to retain Perella Weinberg
Partners LP as its investment banker effective June 3.
The firm will provide these services in connection with the
Debtors' Chapter 11 cases:
(a) familiarize itself with the business, operations,
liquidity situation, assets and liabilities, financial condition
and prospects of the Debtors;
(b) review, analyze and report to the committee with respect
to the Debtors' financial condition and outlook;
(c) evaluate the Debtors' debt capacity in light of their
projected cash flows;
(d) review and provide an analysis of any valuation of the
Debtors or their assets;
(e) review and provide an analysis of any proposed capital
structure for the Debtors;
(f) advise and attend meetings with the committee as well as
due diligence meetings with the Debtors or other third parties as
appropriate;
(g) advise and assist the committee in its evaluation of the
Debtors' near-term liquidity including various financing
alternatives;
(h) review, analyze and advise the committee with respect to
the existing debt structure of the Debtors, and refinancing
alternatives to existing debt;
(i) explore alternative strategies for the Debtors as a
stand-alone business;
(j) develop, evaluate and assess the financial issues and
options concerning any proposed transaction;
(k) analyze and explain any transaction to the committee; and
(l) assist the committee and participate in its negotiations
with the Debtors.
Perella Weinberg will be compensated as follows:
a) Monthly Fee. During the term of Perella Weinberg's
employment, a fee of $150,000 per month, prorated for each partial
month, due and payable in advance commencing on June 3, 2019. Fifty
percent of all monthly fees beginning with the seventh monthly fee
payment shall be credited against the transaction fee.
b) Transaction Fee. A transaction fee of $3,250,000, payable
promptly upon consummation of such transaction.
Bruce Mendelsohn, a partner at Perella Weinberg, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
Perella can be reached through:
Bruce Mendelsohn
Perella Weinberg Partners LP
767 Fifth Avenue
New York, NY 10153
Tel: 212-287-3200
Fax: 212-287-3201
About Bristow Group
Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/--
provides industrial aviation and charter services to offshore
energy companies in Europe, Africa, the Americas, and the Asian
Pacific. It also provides search and rescue services for
governmental agencies and the oil and gas industry. Headquartered
in Houston, Bristow Group employs approximately 3,000 individuals
around the world.
Bristow Group and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on
May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion
in assets and $1.886 billion in liabilities.
The cases are assigned to Judge David R. Jones.
The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell,
Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez &
Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and
Prime Clerk LLC as claims, noticing and solicitation agent.
BRISTOW GROUP: Committee Taps Porter Hedges as Local Counsel
------------------------------------------------------------
The official committee of unsecured creditors of Bristow Group Inc.
and its affiliates seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas to retain Porter Hedges LLP as
its local and conflicts counsel.
The committee requires the employment of Porter Hedges as local and
conflicts counsel to provide legal advice regarding the Debtors'
Chapter 11 cases given the firm's specialized knowledge of
bankruptcy law and local procedures and practice.
The firm charges these hourly fees:
Partners $420 - $900
Of Counsel $265 - $890
Associates/Staff Attorneys $235 - $555
Paralegals $115 - $345
John Higgins, Esq., a partner at Porter Hedges, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Higgins disclosed that his firm has not agreed to a variation of
its standard or customary billing arrangements for its employment
with the Debtors, and that no PH professional has varied his rate
based on the geographic location of the Debtors' bankruptcy cases.
Mr. Higgins also said that the firm did not represent the committee
before its formation in April and that the firm is developing a
budget and staffing plan for the period through July 31, 2019 that
will be presented for approval by the committee.
Porter Hedges can be reached through:
John F. Higgins, IV, Esq.
Porter Hedges LLP
1000 Main St, Suite 3600
Houston, TX 77002-6336
Tel: 713-226-6648
Fax: 713-226-6248
Email: jhiggins@porterhedges.com
About Bristow Group
Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/--
provides industrial aviation and charter services to offshore
energy companies in Europe, Africa, the Americas, and the Asian
Pacific. It also provides search and rescue services for
governmental agencies and the oil and gas industry. Headquartered
in Houston, Bristow Group employs approximately 3,000 individuals
around the world.
Bristow Group and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on
May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion
in assets and $1.886 billion in liabilities.
The cases are assigned to Judge David R. Jones.
The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell,
Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez &
Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and
Prime Clerk LLC as claims, noticing and solicitation agent.
BULK EXPRESS: Plan Outline Hearing Scheduled for August 6
---------------------------------------------------------
Bankruptcy Judge Christine M. Gravelle is set to hold a hearing on
Aug. 6, 2019 at 2:00 p.m. to consider approval of Bulk Express
Logistics, Inc.'s disclosure statement.
Written objections to the adequacy of the disclosure statement must
be filed no later than four days prior to the hearing.
About Bulk Express Logistics
Headquartered in Monroe Township, New Jersey, Bulk Express
Logistics, Inc. -- http://www.bulkexpressloqistics.com/-- is a
privately held company that provides trucking and warehousing
services.
Bulk Express filed for Chapter 11 bankruptcy protection (Bankr.
D.N.J. Case No. 17-24308) on July 14, 2017, listing $1.97 million
in total assets and $4.51 million in total debt as of July 12. The
petition was signed by Charlene M. Barnett-Lombard, its president.
Bulk Express sought and obtained joint administration of its case
with the Chapter 11 case of Robert A. Lombard, Jr., and Charlene M.
Barnett-Lombard (Bankr. D.N.J. Case No. 17-23949).
Judge Christine M. Gravelle oversees the Debtors' cases.
Richard Honig, Esq., at Hellring, Lindeman, Goldstein & Siegal LLP,
serves as Bulk Express' bankruptcy counsel.
Gary N. Marks, Esq., at Norris, McLaughlin & Marcus, P.A., serves
as counsel to Charlene M. Barnett-Lombard, and Robert A. Lombard
Jr.
BUZZ TEAM: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Buzz Team Marketing LLC, according to court dockets.
About Buzz Team Marketing
Buzz Team Marketing LLC, a marketing consultant in Riviera Beach,
Fla., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 19-16858) on May 23, 2019. At the time
of the filing, the Debtor disclosed $128,482 in assets and
$3,086,690 in liabilities. The case has been assigned to Judge
Mindy A. Mora. The Debtor tapped Julianne Frank, P.A., as its
legal counsel.
CAESAR ENTERTAINMENT: Moody's Confirms B1 CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service confirmed Caesar Entertainment Operating
Co. LLC's B1 Corporate family rating, B1-PD Probability of Default
rating and B1 senior secured rating. The outlook is stable. On June
24, 2019, CEOC's parent, Caesars Entertainment Corp, and Eldorado
Resorts, Inc., announced they had reached an agreement to merge.
The confirmation reflects the terms in the recently filed merger
agreement that states CEOC's debt will be repaid upon closing of
the proposed merger. Pursuant to the merger agreement, Eldorado has
received committed financing from a group of lenders to affect the
contemplated repayment. Moody's expects to withdraw CEOC's rating
at the time of the transaction closing. The outlook is stable
reflecting steady gaming demand outlook for gaming and its
expectation the company's debt will be repaid when the merger
closes in the first half of 2020 upon receipt of all regulatory
approvals. This concludes the review for downgrade that was
commenced on June 25, 2019.
Outlook Actions:
Issuer: Caesars Entertainment Op. Co. LLC
Outlook, Changed To Stable From Rating Under Review
Confirmations:
Issuer: Caesars Entertainment Op. Co. LLC
Probability of Default Rating, Confirmed at B1-PD
Corporate Family Rating, Confirmed at B1
Senior Secured Bank Credit Facility, Confirmed at B1 (LGD4)
RATINGS RATIONALE
CEOC's credit profile (B1 stable) benefits from its large scale in
terms of revenues and number of properties operated, a high level
of geographic diversification relative to its regional gaming
peers, improving profitability, and ability to generate free cash
flow after capital spending and mandatory debt amortization. CEOC
is constrained by its high financial leverage and the company's
position within the highly leveraged CEC corporate family. CEOC's
lease adjusted debt/EBITDAR is approximately 9.5x while
EBITDA/interest is 1.2x as of the LTM period ended March 31, 2019.
Additionally the fixed nature of CEOC's contracted lease payments
to the VICI Properties, Inc., a real estate investment trust,
reduces the company's operating flexibility and in turn, increases
its earnings volatility if revenues were to materially decline.
CEOC's ratings could be lowered if gaming industry revenues show
signs of sustained deterioration, if EBITDA/interest drops below
current levels or liquidity weakens materially. Ratings are not
likely to upgraded given the pending merger with Eldorado Resorts,
Inc. and the anticipated repayment of CEOC's debt upon closing of
the merger.
The outlook is stable reflecting the terms in the recently filed
merger agreement between CEOC's parent, Caesars Entertainment Corp,
and Eldorado Resorts, Inc., that states CEOC's debt will be repaid
upon closing of the proposed merger. Pursuant to the merger
agreement, Eldorado has received committed financing from a group
of lenders to effect the contemplated repayment. The outlook also
reflects its steady gaming demand outlook
CEOC is wholly owned by Caesars Entertainment Corporation. CEOC
operates 19 domestic casino resorts pursuant to two 15 year triple
net master leases with a newly formed real estate investment trust.
CEOC also owns and operates nine international properties and
manages another seven resorts on behalf of third party owners. CEOC
generated net revenues of approximately $4.6 billion for the latest
twelve months ended March 31, 2019.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
CAMBER ENERGY: Receives Noncompliance Notice from NYSE American
---------------------------------------------------------------
Camber Energy, Inc., had received a deficiency letter from NYSE
American LLC stating that the Company is not in compliance with the
continued listing standards as set forth in Section 103(f)(v) of
the NYSE American Company Guide. The Letter stated that because
the Company's common stock had been trading for a low price per
share for a substantial period of time, the Company was not in
compliance with Section 1003(f)(v) of the Company Guide. The NYSE
American staff determined that the Company's continued listing is
predicated on it effecting a reverse stock split of its common
stock or otherwise demonstrating sustained price improvement within
a reasonable period of time, which the staff determined to be until
Jan. 2, 2020. The Company undertook the reverse stock split in an
effort to regain compliance with the listing standards set forth in
the Company Guide and to avoid an automatic delisting of the
Company's common stock, which would occur if the Company's common
stock traded below $0.06 per share.
Reverse Stock Split
The Company's previously announced 1-for-25 reverse stock split,
was effective as of 12:01 a.m. Central Standard Time on July 8,
2019, and will be reflected in the marketplace as of the open of
trading.
As previously disclosed, pursuant to the authorization provided by
the Company's stockholders at the Company's Feb. 19, 2019, annual
meeting (pursuant to which the Company's stockholders granted
authority to the Board of Directors, in its sole discretion, to
determine whether to proceed with a reverse stock split and, if the
Board of Directors so determined, to select the reverse stock
ratio, in a ratio of between 1-for-5 and 1-for-25), the Board of
Directors approved, on July 1, 2018, a 1-for-25 reverse stock split
of the Company's issued and outstanding shares of common stock.
The effect of the reverse split was only to divide the Company's
issued and outstanding common stock by 25, the result of which
(other than minimal changes due to rounding), is a purely
mechanical change (in a ratio of 1-for-25) to the Company's stock
price (which will be adjusted upward by a factor of 25 at the open
of trading), and issued and outstanding shares of common stock.
No fractional shares will be issued as a result of the reverse
split, and no cash or other consideration will be paid. Instead,
the Company will issue one whole share of the post-reverse stock
split common stock to any shareholder who otherwise would have
received a fractional share as a result of the reverse stock
split.
All options, warrants and convertible securities of the Company
outstanding immediately prior to the reverse stock split (to the
extent they don't provide otherwise) will be appropriately adjusted
by dividing the number of shares of common stock into which the
options, warrants and convertible securities are exercisable or
convertible by 25 and multiplying the exercise or conversion price
thereof by 25, as a result of the reverse stock split.
The reverse stock split does not affect the Company's authorized
common stock, preferred stock or previously designated series of
preferred stock, except to affect, where applicable, the conversion
rates and voting rights of such preferred stock.
ClearTrust, LLC, Camber's transfer agent, will act as the exchange
agent for the reverse stock split. Please contact ClearTrust, LLC
for further information at (813) 235-4490.
Closing with Lineal
The Company's previously announced acquisition of Lineal Star
Holdings was scheduled to close on July 8, 2019. All required
consents have been obtained and signatures have been obtained.
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy/-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas Panhandle.
Camber Energy is engaged in the acquisition, development and sale
of crude oil, natural gas and natural gas liquids from various
known productive geological formations, including from the Hunton
formation in Lincoln, Logan, Payne and Okfuskee Counties, in
central Oklahoma; the Cline shale and upper Wolfberry shale in
Glasscock County, Texas; and Hutchinson County, Texas, in
connection with its Panhandle acquisition which closed in March
2018.
Camber Energy reported net income of $16.64 million for the year
ended March 31, 2019, following a net loss of $24.77 million for
the year ended March 31, 2018. As of March 31, 2019, the Company
had $8.58 million in total assets, $2.40 million in total
liabilities, and $6.17 million in total stockholders' equity.
CAMBRIAN HOLDING: Seeks to Hire Frost Brown Todd as Legal Counsel
-----------------------------------------------------------------
Cambrian Holding Company, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Kentucky to hire Frost Brown Todd LLC as their bankruptcy
counsel.
The firm will provide these services in connection with the
Debtors' Chapter 11 cases:
(a) advise the Debtors of their powers and duties in the
continued operation of their business and properties;
(b) advise the Debtors in connection with the sale of their
assets;
(c) provide assistance, advice and representation concerning a
potential plan of reorganization and the solicitation of consents
to and confirmation of such plan;
(d) provide assistance, advice and representation concerning
any further investigation of the assets, liabilities and financial
condition of the Debtors that may be required;
(e) prosecute and defend litigations related to the Debtors'
bankruptcy cases;
(f) provide counseling and representation with respect to the
assumption or rejection of executory contracts and leases and other
bankruptcy-related matters; and
(g) advise the Debtors on general corporate and litigation
issues such as real estate, ERISA, securities, corporate finance,
tax and commercial matters, health services matters.
The firm's hourly rates are:
Members
Ronald E. Gold $675
Douglas L. Lutz $650
Bryan K. Mattingly $535
Timothy J. Hagerty $485
Jeffrey Hallos $550
Patricia K. Burgess $450
Adam R. Kegley $475
Mark A. Platt $525
Associates
A.J. Webb $295
Benjamin M. Katz $295
Bennett M. Parker $230
Paralegals
Shelby F. Bryant $210
Janie M. Whirles $200
Maria A. Boden $180
Frost Brown received retainer fees from the Debtors in the total
amount of $200,000.
Timothy Hagerty, Esq., a member of Frost Brown, disclosed in court
filings that the firm neither holds nor represents any interest
adverse to the Debtor, and that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The counsel can be reached through:
Timothy J. Hagerty, Esq.
Frost Brown Todd LLC
250 West Main Street, Suite 2800
Lexington, KY 40507
Tel: (859) 231-0000
Fax: (859) 231-0011
Email: pburgess@fbtlaw.com
About Cambrian Holding
Belcher, Ky.-based Cambrian Holding Company, Inc., and its
subsidiaries produce and process metallurgical coal and thermal
coal for use by utility providers and industrial companies located
primarily in the eastern United States and Canada. The company
began operations in 1991 and, over time, acquired various mines and
mining-related assets from major coal corporations.
Cambrian Holding Company and 18 of its affiliates each filed a
petition seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. At the
time of the filing, Cambrian Holding had estimated assets of less
than $50,000 and liabilities of less than $50,000.
The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford,
Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as
investment banker' and FTI Consulting, Inc., as financial advisor.
Epiq Corporate Restructuring, LLC, is the notice, claims and
solicitation agent.
CAMBRIAN HOLDING: Seeks to Hire Jefferies as Investment Banker
--------------------------------------------------------------
Cambrian Holding Company, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Kentucky to hire Jefferies LLC as their investment banker.
The firm will provide these services in connection with the
Debtors' Chapter 11 cases:
(a) assist and advise the Debtors in connection with any
potential or proposed sale transaction;
(b) advise and assist the Debtors in connection with any
financing;
(c) advise and assist the Debtors in connection with analyzing,
structuring, negotiating and effecting any restructuring;
(d) analyze the business, operations, properties, financial
condition and prospects of the Debtors;
(e) advise the Debtors on the current state of the
"restructuring market;"
(f) assist and advise the Debtors in implementing a
restructuring; and
(g) assist and advise the Debtors in evaluating and analyzing a
restructuring, including the value of the securities or debt
instruments, if any, that may be issued.
Jefferies will be paid as follows:
(a) A monthly fee of $75,000.
(b) Sale Transaction Fee. Promptly upon the consummation of a
sale transaction, a fee equal to 3 percent of the aggregate sale
consideration less than or equal to $100,000,000, plus 3.75 percent
of the portion of the aggregate sale consideration greater than
$100,000,000 but less than or equal to $150,000,000, plus 4.5
percent of the portion of the aggregate sale consideration greater
than $150,000,000; provided, however, that the sale transaction fee
payable upon a credit bid shall not exceed the restructuring fee.
If more than one sale transaction is consummated, Jefferies shall
be compensated based on the aggregate sale consideration from all
sale transactions.
The minimum sale transaction fee payable to Jefferies upon the
consummation of a sale shall be $2,500,000. If Jefferies is paid
the minimum fee on account of the first sale transaction
consummated by the Debtors, then any sale transaction fees
subsequently payable to the firm on account of any subsequent sale
transactions consummated by the Debtors shall be reduced (without
duplication) by the difference between (i) the $2,500,000 minimum
amount paid on account of the initial sale transaction and (ii) the
amount of the initial sale transaction fee until such time as such
difference has been fully credited (without duplication) against
any subsequent sale transaction fees payable to the firm.
(c) Financing Fee. Promptly upon the closing of each financing
involving debt instruments, including a credit facility or a
debtor-in=possession facility, a fee equal to the following:
(i) 1 percent of the aggregate principal amount of any
additional borrowing availability provided by any DIP financing
(specifically excluding any portion of any DIP financing that
represents a rollover of indebtedness existing at the petition
date), subject to a minimum fee of $150,000;
(ii) 2.5 percent of the greater of the aggregate principal
amount of any first lien debt instruments or the maximum amount
available under such debt instruments; and
(iii) 3.5 percent of the greater of the aggregate principal
amount of any junior debt instruments or the maximum amount
available under such debt instruments;
(d) Promptly upon the closing of each financing involving
equity securities that is not a sale transaction, a fee in an
amount equal to 5 percent of the aggregate gross proceeds received
or to be received from the sale of equity securities, including,
without limitation, aggregate amounts committed by investors to
purchase equity securities; provided, however, that no financing
fee shall be payable in connection with any sale or other issuance
of equity securities (i) in exchange for the assignment,
cancellation, forgiveness or other transfer of indebtedness
existing at the time of filing a chapter 11 case under the
Bankruptcy Code, or (ii) to individuals or entities that were
direct or indirect equityholders of the Debtors as of the date of
the engagement agreement;
(e) A restructuring fee in an amount equal to $3,000,000
payable upon consummation of a restructuring, including, without
limitation, upon the effective date of a confirmed Chapter 11 plan.
The restructuring fee shall not be payable or paid more than once
regardless of the number of transactions that may be deemed to be a
restructuring. Also, to the extent a transaction qualifies as both
a restructuring and a sale transaction, Jefferies shall only be
paid the higher of the restructuring fee and sale transaction fee
payable on account of such transaction;
(f) Reimbursement of expenses.
Jefferies is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Leon Szlezinger
Jefferies LLC
520 Madison Avenue, 10th Floor
New York, NY 10022
Phone: 212-284-2300
About Cambrian Holding
Belcher, Ky.-based Cambrian Holding Company, Inc., and its
subsidiaries produce and process metallurgical coal and thermal
coal for use by utility providers and industrial companies located
primarily in the eastern United States and Canada. The company
began operations in 1991 and, over time, acquired various mines and
mining-related assets from major coal corporations.
Cambrian Holding Company and 18 of its affiliates each filed a
petition seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. At the
time of the filing, Cambrian Holding had estimated assets of less
than $50,000 and liabilities of less than $50,000.
The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford,
Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as
investment banker' and FTI Consulting, Inc., as financial advisor.
Epiq Corporate Restructuring, LLC, is the notice, claims and
solicitation agent.
CAMBRIAN HOLDING: Taps Whiteford Taylor as Conflicts Counsel
------------------------------------------------------------
Cambrian Holding Company, Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Kentucky to hire Whiteford Taylor & Preston, LLP as their
conflicts and special counsel.
The firm will represent the Debtors in matters which are not, or
may not be, appropriate for their lead bankruptcy counsel, Frost
Brown Todd LLC, to handle due to actual or potential conflicts of
interest with their creditors.
Whiteford Taylor will be paid at these hourly rates:
Michael J. Roeschenthaler $615
Bradford F. Englander $640
Masten Childers, III $450
Richard W. Riley $650
Brandy M. Rapp $455
David W. Gaffey $450
Daniel R. Schimizzi $410
Kelly E. McCauley $370
Paraprofessional $285
Michael Roeschenthaler, Esq., a partner at Whiteford, disclosed in
court filings that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael J. Roeschenthaler, Esq.
Whiteford Taylor & Preston LLP
200 First Avenue, Third Floor
Pittsburgh, PA 15222
Phone: 412-618-5601
Fax: 412-618-5596
Email: mroeschenthaler@wtplaw.com
About Cambrian Holding
Belcher, Ky.-based Cambrian Holding Company, Inc., and its
subsidiaries produce and process metallurgical coal and thermal
coal for use by utility providers and industrial companies located
primarily in the eastern United States and Canada. The company
began operations in 1991 and, over time, acquired various mines and
mining-related assets from major coal corporations.
Cambrian Holding Company and 18 of its affiliates each filed a
petition seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. At the
time of the filing, Cambrian Holding had estimated assets of less
than $50,000 and liabilities of less than $50,000.
The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford,
Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as
investment banker' and FTI Consulting, Inc., as financial advisor.
Epiq Corporate Restructuring, LLC, is the notice, claims and
solicitation agent.
CC LLC: Seeks to Hire Adams and Reese LLP as Counsel
----------------------------------------------------
CC, LLC, as Debtor/Termination Trustee, seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to hire
Edmund S. Whitson, III and the law firm of Adams and Reese LLP as
counsel.
On May 5, 2017, Debtor/Termination Trustee filed an application to
employ Edmund S. Whitson, III and the law firm of Burr and Forman,
LLP as counsel (Doc. 549), which application was approved (Doc.
555). Mr. Whitson recently left the firm of Burr and Forman, LLP
and Debtor/Termination Trustee has elected to have the file
transferred with Mr. Whitson to his new firm, Adams and Reese LLP.
The Debtor requires Adams and Reese to:
a. give the Debtor legal advice with respect to its duties and
responsibilities as a debtor-in-possession;
b. take any necessary action to protect the interests of the
Debtor;
c. prepare on behalf of or to assist the Debtor in preparing,
as debtor-in-possession, all necessary applications, answers,
orders, reports and legal papers including, without limitation,
those needed to consummate the confirmed plan of reorganization and
the Plain of Termination.
d. perform all other legal services for the Debtor, as
debtor-in-possession, which may be necessary.
Adams and Reese will be paid at $385 per hour. Adams and Reese
will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Edmund S. Whitson, III, Esq., Adams and Reese, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Adams and Reese may be reached at:
Edmund S. Whitson, III, Esq.
ADAMS AND REESE LLP
101 East Kennedy Blvd, Suite 4000
Tampa, FL 33602
Tel: (813) 227-5542
Email: edmund.whitson@arlaw.com
About CC, LLC
CC, LLC, doing business as Baymont Inn Suites, Orlando, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-03886) on March
16, 2012. In the petition signed by Kenneth W. Franklin, Jr.,
managing member, the Debtor estimated its assets at $1 million to
$10 million and debts at $10 million to $50 million. The Debtor
hired Burr and Forman, LLP as counsel. Edmund S. Whitson, III left
the firm of Burr and Forman, LLP to his new firm, Adams and Reese
LLP.
CENTURY LEASING: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: Century Leasing, LLC
2200 E Rice St
Sioux Falls, SD 57103-0549
Business Description: Century Leasing LLC is a privately held
company in the truck rental business.
Chapter 11 Petition Date: July 8, 2019
Court: United States Bankruptcy Court
District of South Dakota (Southern (Sioux Falls))
Case No.: 19-40296
Judge: Hon. Charles L. Nail, Jr.
Debtor's Counsel: Robert L. Meadors, Esq.
BRENDE & MEADORS LLP
P.O. Box 1024
Sioux Falls, SD 57101-1024
Tel: 605-333-0070
Fax: 605-333-0121
E-mail: rlm@bsmllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Matthew Kleinsasser, member.
A copy of the Debtor's list of five unsecured creditors is
available for free at:
http://bankrupt.com/misc/sdb19-40296_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/sdb19-40296.pdf
CLEARWATER PAPER: Moody's Affirms Ba2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Clearwater Paper
Corporation's new $300 million senior secured term loan and
affirmed the company's Ba2 corporate family rating, Ba2-PD
probability of default rating and Ba3 senior unsecured rating.
Clearwater intends to use the net proceeds of the new term loan and
a new $250 million asset-based loan (ABL; unrated) to refinance the
borrowings under its existing $400 million in secured revolvers
(unrated). The company's liquidity rating was upgraded to SGL-2
from SGL-3 and the company's outlook remains stable.
"The transaction is leverage neutral and the affirmation of
Clearwater's existing ratings reflects our expectations that
Clearwater's leverage (adjusted Debt to EBITDA) will decline to
around 4x by 2021 following the ramp-up of its new tissue machine
and completion of its pulp optimization project", said Ed Sustar,
Senior Vice President with Moody's.
Affirmations:
Issuer: Clearwater Paper Corporation
Probability of Default Rating, Affirmed Ba2-PD
Corporate Family Rating (Local Currency), Affirmed Ba2
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 to (LGD5)
from (LGD4)
Assignments:
Issuer: Clearwater Paper Corporation
Senior Secured Term Loan, Assigned Ba1 (LGD2)
Upgrades:
Issuer: Clearwater Paper Corporation
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Outlook Actions:
Issuer: Clearwater Paper Corporation
Outlook, Remains Stable
RATINGS RATIONALE
Clearwater (Ba2 CFR) benefits from 1) mid-level North American
market positions in the relatively stable demand segments of
private label tissue and high-end consumer paperboard packaging, 2)
expected adjusted debt/EBITDA leverage around 4x once the tissue
expansion and pulp optimization projects are fully ramped up in
2021, and 3) good liquidity with the significant reduction of
capital expenditures and the new $250 million ABL. Clearwater is
constrained by 1) its high leverage and its execution risk of
deleveraging towards 4x over the next 2 years, 2) potential
near-term over-supply in tissue with several new tissue paper
machines (including Clearwater's tissue expansion) ramping up, and
3) vulnerability to larger and financially stronger competitors.
Clearwater is completing the multi-year construction of a new
tissue machine at its Shelby, NC, mill, and replacement of a batch
digester with a continuous digester at Lewiston, ID. Leverage was
5.5x at March 2019, and Moody's expects that it will increase to
6.4x by yearend before declining to 4.4x in 2020 and 3.9x in 2021,
through both EBITDA growth and debt reduction.
The company's new Ba1 rated $300 million secured term loan, which
has a first priority lien on the company's fixed assets and a
second priority on assets securing the new $250 million ABL
facility, benefit from the loss absorption cushion provided by the
company's $575 million senior unsecured notes and other junior
liabilities.
Clearwater has good liquidity (SGL-2) with about $240 million in
liquidity sources to fund about $10 million of short term debt
maturities (pro forma for the company's announced refinancing).
Sources are 1) $12 million of cash (March 2019), 2) almost full
availability under the company's new $250 million ABL facility
(matures in 2023 or July 2024, depending on notes outstanding) and
3) Moody's estimate of $25 million of free cash flow generation
over the next 12 months, as the company's capital expenditures have
declined significantly following the near completion of its tissue
expansion and pulp optimization projects. Most of the company's
assets are encumbered under the new term loan and ABL.
The stable outlook reflects Moody's expectation that Clearwater's
leverage will trend down to 3.9x in 2021 (from 5.5x in March 2019
and 6.4x expected in December 2019) through debt reduction from
improved free cash flow as capital expenditures return to normal
levels and as EBITDA increases from the full ramp-up of the new
tissue machine, operational improvements, including the new pulp
digester, and lower pulp prices. EBITDA will actually decline
slightly in 2019 as start-up costs for the new tissue machine and
higher than normal mill downtime (both of the company's bleached
paperboard mills are scheduled to be down for several weeks for
maintenance in the second half of 2019) will more than offset
earnings from the ramp up of the new tissue machine and the roll
through of recently implemented bleached paperboard and tissue
price increases. Moody's sees bleached paperboard and tissue prices
remaining flat at current levels over the next 12 to 18 months, as
market pulp prices decline.
Factors that could lead to an upgrade
-- the company's normalized retained cash flow to adjusted debt
is sustained at or above 20% (13% as of March 2019)
-- the ratio of adjusted debt to EBITDA is sustained at or below
3x (5.5x as of March 2019)
-- EBITDA margins approach 16% (11% as of March 2019)
Factors that could lead to a downgrade
-- the company's liquidity position deteriorates significantly
-- the company's normalized retained cash flow to adjusted debt
is sustained below 10% (13% as of March 2019)
-- the company total adjusted debt to EBITDA are sustained above
4.5x (5.5x as of March 2019)
-- EBITDA margins sustained below 10% (11% as of March 2019)
The principal methodology used in these ratings was Paper and
Forest Products Industry published in October 2018.
Headquartered in Spokane Washington, Clearwater is a leading North
American producer of private label tissue products (toilet paper,
paper towels, facial tissue and napkins) and bleached paperboard
(SBS -solid bleached sulphate, principally used in packaging of
higher value branded consumer products such as cosmetics and
pharmaceuticals).
CLIFTON HOSPITALITY: Seeks to Hire Pattison Koskey as Accountant
----------------------------------------------------------------
Clifton Hospitality, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of New
York to employ Pattison, Koskey, Howe & Bucci, CPA, P.C. as
accountants.
Clifton requires PKHB to:
a. prepare and file the Debtor's 2018 federal and New York
State returns;
b. make necessary adjustments to the Debtor's financial
reports to complete the returns;
c. assist the Debtor with completing the monthly operating
reports required to be filed with the Court;
d. provide such other related services as required to assist
the Debtor with its books and records and financial reporting
obligations.
PKHB's normal hourly rates are:
Partners $195
Tax Manager $130
Senior Staff $95
Bookkeeping $75
Clerical $65
A. Michael Bucci, CPA, managing shareholder of Pattison, Koskey,
Howe & Bucci, CPA, P.C., attests that his firm is disinterested as
that term is described in 11 U.S.C. Sec. 101(14).
The firm can be reached through:
A. Michael Bucci, CPA
Pattison, Koskey, Howe & Bucci, CPA, P.C.
One Hudson City Center, Suite 203
Hudson, NY 12534
Phone: 518-828-1565
Fax: 518-828-2672
About Clifton Hospitality
Clifton Hospitality Inc., a New York corporation, operates an
independent, 75-room hotel at 7 Northside Drive, Clifton Park, New
York. The Property is owned by Clifton Motel II, LLC, a separate
entity with some common ownership with the Debtor and includes
restaurant and banquet facilities, operated by Clifton Restaurant
Group, LLC. Clifton Suites, Inc., is the managing member of
Clifton Motel.
Clifton Hospitality Inc., based in Clifton Park, NY, filed a
Chapter 11 petition (Bankr. N.D.N.Y. Case No. 19-11094) on June 12,
2019. In the petition signed by Frank M. Carnevale, authorized
representative, the Debtor disclosed total assets of $1,960,674,
and total liabilities of $9,044,773. The Hon. Robert E.
Littlefield Jr. oversees the case. Francis J. Brennan, Esq., at
Nolan Heller Kauffman LLP, serves as bankruptcy counsel to the
Debtor.
COOL HOLDINGS: Carlos Rezk Has 12.3% Stake as of June 5
-------------------------------------------------------
Carlos Felipe Rezk disclosed in a Schedule 13D filed with the
Securities and Exchange Commission that as of June 25, 2019, he
beneficially owns 1,138,722 common shares, which includes 361,018
unexercised warrants, of Cool Holdings Inc., representing 12.34% of
the shares outstanding. The percentage was calculated based upon
8,868,531 outstanding shares of the Issuer as of May 15, 2019, plus
361,018 common shares in aggregate underlying warrants which are
beneficially owned by Rezk and included pursuant to Rule
13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.
On March 12, 2018, Mr. Rezk was appointed as chief sales and
marketing officer and a director of InfoSonics Corp. and
simultaneously acquired 125,014 common shares of Cool Holdings in
connection with a merger between InfoSonics Corp. and Cool
Holdings, Inc. The 125,014 common shares were held indirectly by
ICFR LLC, a Florida limited liability company in which Mr. Rezk has
a 100% pecuniary interest with sole voting and dispositive power.
Mr. Rezk held 6.37% of the Issuer's 1,962,057 total outstanding
shares as of March 12, 2018.
On Aug. 15, 2018, Mr. Rezk exchanged debt obligations held through
existing promissory notes into 361,018 common shares of the Issuer
at a conversion price of $3.68 per share and acquired 361,018
warrants of the Issuer, exercisable into common shares of the
Issuer at an exercise price of $3.56 per share. The 361,018 shares
and 361,018 warrants were held indirectly through ICFR. As of Aug.
15, 2018, Rezk held 13.03% of the Issuer's outstanding common
shares based on 3,351,632 total outstanding shares on
Aug. 14, 2018, plus 3,110,034 common shares issued in connection
with the debt exchange, together with the 361,018 warrants held by
the reporting person.
On Aug. 17, 2018, Mr. Rezk acquired 41,672 common shares of the
Issuer at a price of $3.82 per share in connection with the
exercise of an option to acquire assets of electronic stores in the
Dominic Republic at a price of $3.82 per share. The 41,672 common
shares were held indirectly through ICFR. As of Aug. 17, 2018, Mr.
Rezk held 11.93% of the Issuer's outstanding common shares based on
3,351,632 total outstanding shares on Aug. 14, 2018, plus the Debt
Exchange Shares and 625,077 common shares issued in connection with
the Unitron Assets acquisition, together with the 361,018 warrants
held by the reporting person.
On May 13, 2019, Mr. Rezk acquired 250,000 common shares of the
Issuer at a price of $2.60 per share. As of May 13, 2019, Mr. Rezk
held 12.34% of the Issuer's outstanding common shares based on
8,868,531 total outstanding shares on May 13, 2019, together with
the 361,018 warrants held by the reporting person.
On June 5, 2019, Rezk ceased to be an officer and director of the
Issuer with no continuing control intent or purpose, holding 12.34%
of the Issuer's outstanding common shares based on 8,868,531 total
outstanding shares on June 5, 2019, together with the 361,018
warrants held by him.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/cb5lZl
About Cool Holdings
Cool Holdings, Inc., formerly known as InfoSonics Corporation --
http://www.coolholdings.com-- is a Miami-based company currently
comprised of OneClick, a chain of retail stores and an authorized
reseller under the Apple Premier Partner, APR (Apple Premium
Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand)
programs and Cooltech Distribution, an authorized distributor to
the OneClick stores and other resellers of Apple products and other
high-profile consumer electronic brands.
Cool Holdings reported a net loss of $27.27 million for the year
ended Dec. 31, 2018, compared to a net loss of $7.54 million for
the year ended Dec. 31, 2017. As of March 31, 2019, Cool Holdings
had $13.89 million in total assets, $19.01 million in total
liabilities, and a total stockholders' deficit of $5.12 million.
Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 16, 2019, on the Company's consolidated
financial statements for the year ended Dec. 31, 2018, citing that
the Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern.
D&L PROPERTY: Seeks Ratification of $420K Oveido Property Sale
--------------------------------------------------------------
D&L Property Group Corp. asks the U.S. Bankruptcy Court for the
Northern District of Georgia to ratify the sale of the residential
real estate located 2189 Westbourne Drive, Oveido, Seminole County,
Florida to Theodore Darko for $420,000.
A hearing on the Motion is set for July 11, 2019 at 10:15 a.m.
The parties have executed their Residential Contract for Sale and
Purchase for the sale of the Property. The gross purchase price
under the Sales Contract is $420,000. The Debtor has scheduled the
fair market value of the Property at $420,000. It closed the sale
of the Property to the Buyer on April 2, 2019.
The sale closing statement executed at closing details the
disbursements made at closing, including payoff of the existing
mortgage loan in the amount of $360,303 to Fay Servicing, LLC,
$11,098 to the Seminole County Tax Collector for past due property
taxes, $5,915 for past due homeowners association dues owed to
Carillon Community Residential Association, Inc, and various other
standard sale closing costs. No real estate commission was due at
closing.
The Debtor asks that the Court ratifies the sale of the Property
free and clear of all liens, claims, encumbrances and interests,
with all liens, claims, encumbrances and interests to attach to the
sales proceeds in the same amount, validity and priority as they
attached to the Property as would otherwise exist. It further asks
that the Court ratifies the disbursements made at closing as
detailed on the Closing Statement.
Given that the Debtor is in the business of buying and selling
residential real estate, it was under the impression that it could
buy and sell real estate post-Petition, in the ordinary course of
business, without the necessity of prior notice, hearing, and Court
Order. However, the United States Trustee has objected to the
post-Petition sale. Accordingly, it files the Motion asking Court
ratification of the sale.
Neither the Buyer nor any other party listed on the Closing
Statement is affiliated with Movant or its owners, officers, and
representatives. The price at which the Property was sold is
greater than the aggregate value of all liens on the Property. The
Debtor believes that the sale of the Property as reflected on the
Closing Statement is in the best interests of the estate.
Finally, the Debtor asks that Federal Rule of Bankruptcy Procedure
6004(g) be waived so that any Order approving the Motion may
immediately be implemented and enforced upon its entry with the
Clerk of Bankruptcy Court.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/D&L_Property_22_Sales.pdf
About D&L Property Group Corp.
D&L Property Group Corp., in the business of buying and selling
residential real estate, sought Chapter 11 protection (Bankr. N.D.
Ga. Case No. 19-55235) on April 1, 2019. In the petition signed by
Brandon Florez, the registered agent, the Debtor estimated assets
and liabilities in the range of $500,001 to $1 million. The Debtor
tapped Paul Reece Marr, Esq., at Paul Reece Marr, P.C., as
counsel.
DISTRIBUIDORA LEQUAR: Sept. 10 Hearing on Disclosures
-----------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte will convene a hearing on
Sept. 10, 2019 at 10:00 a.m. to consider and rule upon the adequacy
Distribuidora Lequar, Inc.'s disclosure statement.
Written objections to the disclosure statement must be filed and
served not less than 14 days prior to the hearing.
The Troubled Company Reporter previously reported that unsecured
creditors under the plan will be paid in full satisfaction of their
claims 2% thereof on the Effective Date from a $50,000 carve out
reserved for this Class.
A full-text copy of the Disclosure Statement dated June 12, 2019,
is available at https://tinyurl.com/y3znxsmr from PacerMonitor.com
at no charge.
About Distribuidora Lequar
Founded in 1963, Distribuidora Lequar, Inc. sells men's, women's
and children's footwear. It is located in Rio Piedras, Puerto
Rico.
Distribuidora Lequar sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-05107) on Sept. 1, 2018.
In the petition signed by Albert Bejar Bitton, vice-president, the
Debtor disclosed $4,095,449 in assets and $8,011,822 in
liabilities. Judge Enrique S. Lamoutte Inclan oversees the case.
Charles A. Cuprill, P.S.C. Law Office is the Debtor's legal
counsel.
DN ENTERPRISES: Hires P.J. Morgan as Real Estate Broker
-------------------------------------------------------
DN Enterprises, Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of Nebraska to hire Colleen Mason of P.J.
Morgan Real Estate Group as a professional real estate broker to
assist Debtor in its reorganization.
Debtor engages Ms. Mason to assist Debtor in marketing and selling
one or more of its real estate holdings at a commission rate of 6%
of gross purchase price.
Ms. Mason assures the Court that she represents no interests
adverse to Debtor, as debtor-in-possession, or its estate.
Ms. Mason can be reached at:
Colleen Mason
P.J. Morgan Real Estate Group
7801 Wakeley Plaza
Omaha, NE 68114
Phone: 402-397-7775
Fax: 402-397-6065
Email: cmason@pjmorgan.com
About DN Enterprises Inc.
DN Enterprises, Inc., owns and operates approximately 35
residential properties as rental investments. DN Enterprises
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Neb. Case No. 18-81526) on Oct. 20, 2018. At the time of the
filing, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million. The case is assigned
to Judge Thomas L. Saladino. Dvorak Law Group, LLC, is the
Debtor's counsel.
DPW HOLDINGS: Investor Swaps Old Note for $1.5M Convertible Note
----------------------------------------------------------------
As previously reported in the Current Report on Form 8-K filed on
March 26, 2018, by DPW Holdings, Inc., the Company entered into a
securities purchase agreement dated March 23, 2018, with an
institutional investor providing for the issuance of (i) a 12% Note
in the principal amount of $1,000,000 at a 10% original issue
discount and (ii) a five-year warrant to purchase up to 15,000
shares of the Company's common stock, par value $0.001 per share at
an exercise price of $23.00, as adjusted to give effect to the
Company's reverse stock split on March 14, 2019.
On July 3, 2019, the Company and the Investor entered into an
Exchange Agreement, pursuant to which, in exchange for the Original
Note, the Company will issue a Convertible Promissory Note in the
principal face amount of $1,292,000 plus a default premium of
$200,000, for an aggregate of $1,492,000, subject to adjustments,
and (ii) a five-year warrant to purchase of 1,000,000 shares of
Common Stock, subject to adjustments, at an exercise price of $0.22
per share, subject to the approval thereof by the NYSE American.
The New Note is in the aggregate principal amount of $1,492,000 and
bears interest at 12% per annum, which principal and all accrued
and unpaid interest are due on Jan. 22, 2020, or upon acceleration,
prepayment or otherwise in accordance with the terms of the New
Note, and which interest will be payable in cash, in arrears, on
the first business day of each month, with the first payment of
interest due on Aug. 1, 2019. Commencing on July 15, 2019, subject
to certain beneficial ownership limitations, the Investor may
convert the principal amount of the New Note and accrued interest
earned thereon at any time into shares of the Company's common
stock at $0.22 per share, subject to adjustment for customary stock
splits, stock dividends, combinations or similar events.
The New Note contains standard and customary events of default
including, but not limited to, failure to make payments when due
under the New Note, failure to comply with certain covenants
contained in the New Note, or bankruptcy or insolvency of the
Company. Any principal or interest on the New Note which is not
paid when due will bear interest at the rate of the lesser of (i)
eighteen percent per annum and (ii) the maximum amount permitted by
law from the due date thereof until the same is paid.
So long as no event of default exists, the Company may prepay, in
part or in full, the outstanding principal and accrued and unpaid
interest upon 10 days written notice to the Investor. If the
Company exercises its right to prepay the New Note, the Company
shall make payment to the Investor of an amount in cash equal to
either of (i) 105% if the Notice is delivered within three months
of the date of issuance or (ii) 110% if the Notice is delivered at
any time thereafter, multiplied by the sum of: (a) the then
outstanding principal of the New Note plus any accrued and unpaid
interest thereon, and (b) if applicable, the Default Interest and
other amounts due, if any, on the New Note.
During the term of the New Note, in the event that the Company
grants, issues or sells any Options, Convertible Securities or
rights to purchase stock, warrants, securities or other property
pro rata to all or substantially all of the record holders of any
class of Common Stock, the Investor will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Investor could have acquired if the
Investor had held the number of shares of Common Stock acquirable
upon complete conversion of the New Note immediately prior to the
date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of shares of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.
The Warrant entitles the Investor to purchase, in the aggregate, up
to 1,000,000 Warrant Shares at an exercise price of $0.22 per share
for a period of five years subject to certain beneficial ownership
limitations. The Warrant is immediately exercisable once the
Company obtains approval thereof by the NYSE American. The exercise
price of $0.22 is subject to adjustment for customary stock splits,
stock dividends, combinations or similar events. The Warrant may
be exercised for cash or on a cashless basis.
About DPW Holdings
DPW Holdings, Inc., formerly known as Digital Power Corp. --
http://www.DPWHoldings.com/-- is a diversified holding company
pursuing growth by acquiring undervalued businesses and disruptive
technologies that hold global potential. Through its wholly owned
subsidiaries and strategic investments, the company provides
mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles. In
addition, the company owns a select portfolio of commercial
hospitality properties and extends credit to select entrepreneurial
businesses through a licensed lending subsidiary. DPW Holdings'
headquarters is located at 201 Shipyard Way, Suite E, Newport
Beach, CA 92663.
DPW Holdings incurred a net loss of $32.98 million in 2018,
following a net loss of $10.89 million in 2017. As of March 31,
2019, the Company had $54.77 million in total assets, $36.74
million in total liabilities, and $18.03 million in total
stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2016, issued a
"going concern" qualification in its report dated April 16, 2019,
on the Company's consolidated financial statements for the year
ended Dec. 31, 2018, stating that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
DUNCAN MORGAN: Case Summary & 8 Unsecured Creditors
---------------------------------------------------
Debtor: Duncan Morgan, LLC
Attn: Managing Agent or Officer
8307 Wake Forest Highway
Durham, NC 27703
Business Description: Duncan Morgan LLC is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: July 8, 2019
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Raleigh Division)
Case No.: 19-03113
Judge: Hon. David M. Warren
Debtor's Counsel: J.M. Cook, Esq.
J.M. COOK, P.A.
5886 Faringdon Place, Suite 100
Raleigh, NC 27609
Tel: 919 675-2411
E-mail: J.M.Cook@jmcookesq.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bannor MacGregor, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at:
http://bankrupt.com/misc/nceb19-03113.pdf
E.W. SCRIPPS: Fitch Rates New $400MM Sr. Unsec. Notes 'B'
---------------------------------------------------------
Fitch Ratings has assigned a 'B'/'RR5' to E.W. Scripps proposed
issuance of $400 million of senior unsecured notes due 2027.
Scripps' Long-Term Issuer Default Rating is currently 'B+'/Outlook
Stable.
Scripps had approximately $1.46 billion of debt outstanding pro
forma for the May 1, 2019 issuance of a $765 million incremental
term loan B. The company is expected to use net proceeds from the
unsecured notes offering to help fund the acquisition of eight
television stations in seven markets from Nexstar Media Group
(Nexstar) and Tribune Media Company (Tribune) for $580 million.
Nexstar is required to divest these station assets as part of a
larger sale to comply with regulatory restrictions and close its
planned merger with Tribune. Scripps' acquisition of certain
Nexstar stations is subject to regulatory approvals and is expected
to close in the third quarter of 2019.
KEY RATING DRIVERS
Improved Scale and Higher Quality Station Assets: In aggregate,
Scripps' television station acquisitions increase the scale and
quality of Scripps' portfolio of television station assets. Scripps
will own 60 television stations across 42 markets, expanding its
reach to 30% of U.S. television households, up from roughly 18.5%
previously. Scripps will also have number one or number two ranked
stations in 36% of its markets. All of the Cordillera stations are
ranked number one in their markets, with the exception of one that
is ranked number two. While the Nexstar stations will increase
Scripps' presence in political battleground states and larger
markets, they consist mostly of CW affiliates. Notably, the Nexstar
New York City CW affiliate contributes minimal, if any, EBITDA.
Scripps' pro forma average 2017A/2018E revenues and EBITDA will
approximate roughly $1.6 billion and $300 million, respectively.
Elevated Leverage: Pro forma leverage, as measured as total debt
with equity credit to operating EBITDA, is roughly 6.0x per Fitch's
estimates based on average 2017A/2018E EBITDA of roughly $300
million. Scripps has become more aggressively acquisitive over the
last few years in an effort to realign its asset base toward
higher-quality television station assets. The company has also
continued its investment in new media and national content brands,
which provides some diversification away from the Local Media
business. Fitch views this strategy positively in light of the
ongoing secular challenges facing traditional mediums, like local
television broadcasting, which are affected by declining viewership
amid increasing programming choices. Fitch expects that local
broadcasters will continue to cede share of national and local
advertising dollars over to more targeted mediums.
Weak, Albeit Improving, EBITDA Margins: Historically, Scripps'
operating performance was negatively affected by the preponderance
of lower-rated television stations in its Local Media segment.
Creating another drag to Local Media operating performance, Scripps
receives little to no retransmission revenue from Comcast covering
2.7 million subscribers in Scripps' markets. This is the result of
a legacy Scripps retransmission agreement put in place at the time
of the Scripps Network Interactive spin-off (2008). Scripps has
extended the Comcast contract through 2023. Per Fitch's estimates,
Scripps retransmission revenues will increase by roughly $60
million in 2020 as the company receives closer to average market
retransmission per subscriber rates from Comcast. Scripps is
already paying the networks reverse retransmission fees on a high
proportion of these subscribers. As a result, a substantial amount
of this incremental revenue will benefit EBITDA margins.
Fitch believes that the addition of the Cordillera stations, the
extended Comcast retransmission contract and focus on cost
reduction present an opportunity to narrow Scripps' EBITDA margin
gap relative to peers. However, Fitch expects that EBITDA margins
will likely continue to lag for the foreseeable future owing to the
still-high concentration of lower-rated stations in Scripps
television portfolio.
Scripps' National Media segment provides diversification away from
the local television business but also is less profitable. Fitch
believes the addition of businesses with better operating profiles,
like the Katz Media digital multicast networks and Triton will help
expand the profitability of the National Media segment. Management
expects the National Media business will generate north of $500
million in revenues by 2021.
Retransmission Revenues: Retransmission revenues approximated 33%
of Local Media revenues in 2018, as compared with 41% on average
for the television broadcast peer group. Scripps benefits from a
high proportion of 'Big Four' affiliates in its station portfolio.
The Comcast retransmission contract extension through 2023 will
positively affect retransmission revenue growth in 2020. Fitch
expects that net retransmission revenue growth will continue over
the rating case, representing in excess of 40% of television
revenues in FY 2022.
Improving FCF: Television broadcasters typically generate
significant amounts of FCF due to high operating leverage and
minimal capex requirements. Fitch expects FCF to expand over the
rating horizon owing to growth in higher-margin retransmission
revenues and the improved profitability of the National Media
business. Fitch also anticipates strong FCF generation in 2020 due
to expectations for robust political advertising revenues stemming
from a contentious presidential election cycle.
Advertising Revenue Exposure: Fitch estimates that advertising
revenues accounted for roughly 51% of Scripps' stand-alone 2018
Local Media revenues (excluding political). Advertising revenues,
especially those associated with TV, are becoming increasingly
hyper cyclical and represent a significant risk to all TV
broadcasters. Scripps works to offset this risk with its focus on
increasing its share of more stable local advertising revenues and
diversifying into other businesses.
Stable Advertising Environment, Auto Headwinds: Fitch expects the
overall advertising environment to remain stable in 2019. Local
television broadcasting peers remain heavily exposed to auto
advertising, which presents a headwind for the sector. Fitch
expects U.S. car sales to continue to plateau. Additionally, the
auto sector faces rapidly evolving industry technology changes.
Even small declines in U.S. car sales could result in a
disproportionate pullback in auto marketing spend. Fitch also
expects television broadcasters will continue to lose advertising
share to other mediums. According to Magna Global, local television
advertising revenues, excluding political and Olympics, will
decline by roughly 4%-5% in 2019.
Viewer Fragmentation: Scripps continues to face the secular
headwinds present in the TV broadcasting sector including declining
audiences amid increasing programming choices, with further
pressures from OTT internet-based television services. However, it
is Fitch's expectation that local broadcasters, particularly those
with higher-rated stations, will remain relevant and capture
audiences that local, regional and national spot advertisers seek.
Fitch also views positively the increasing inclusion of local
broadcast content in OTT offerings. Growth in OTT subscribers will
continue to provide incremental revenues and offset declines of
traditional MVPD subscribers.
DERIVATION SUMMARY
Scripps' 'B+' IDR reflects its smaller scale and higher leverage
relative to the larger and more diversified media peers, like CBS
Corporation (BBB/Stable) and Discovery Communications
(BBB-/Stable). Scripps' 'B+' rating reflects Fitch's expectation
that pro forma EBITDA margins will continue to lag peers owing to
the still high concentration of lower-rated stations in its
television station portfolio. Fitch views diversification presented
by the new media assets as a modest positive, but they do not
meaningfully contribute to profitability. Scripps' pro forma
leverage of 6.0x, based on pro forma 2017A/2018E EBITDA is roughly
in-line with Gray Television's (BB-/Stable) pro forma leverage of
roughly 6.1x. However, Gray benefits from television stations that
are ranked number one or number two in 92% of its markets. As a
result, Gray's EBITDA margins, in the high 30% range, lead the peer
group. By comparison, Fitch expects Scripps' EBITDA margins will
remain in the high teens range (even-odd year average).
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
Local Media:
-- 2019 results reflect the acquisition of the three Gray ABC
affiliates and the Cordillera TV stations;
-- 2020 results reflect the acquisition of the Nexstar stations;
-- Fitch expects core advertising revenues to decline in the low
single-digits over the forecast period;
-- Scripps benefits from the return of a very robust presidential
election cycle in 2020 and mid-term elections in 2022;
-- Fitch expects roughly 25% in retransmission revenue growth in
2019. The Comcast retransmission agreement amendment and extension
presents more significant retransmission growth in 2020 ($60
million in incremental retransmission revenues);
-- EBITDA margins will fluctuate reflecting even year political
revenues and margins will improve on average due to the mix shift
towards higher-margin retransmission revenues.
National Media:
-- Revenue growth and improved profitability incorporate the
better operating profile of the Katz digital multicast networks and
Triton Digital. Newsy benefits from growth in OTT advertising
revenues and increased carriage arrangements with traditional
multichannel programming distributors.
Aggregate:
-- Scripps results reflect the following transactions:
-- Acquisition of the three Gray ABC affiliates for $55 million
closes in January 2019;
-- Acquisition of the Cordillera TV stations for $521 million
closes in May 2019;
-- Acquisition of the Nexstar stations for $580 million closes in
late 2019;
-- Scripps' acquisitions are funded with incremental debt
issuance, balance sheet cash and proceeds from the sale of the
radio business.
-- $10 million in pension contributions over the projection
period;
-- Capex at 2%-3% of revenues;
-- Dividends of $0.05 per share, representing $16 million of
annual cash dividends;
-- Roughly $10 million -$20 million of annual share repurchase
activity;
-- No debt repayment other than scheduled maturities.
Recovery Considerations:
The recovery analysis assumes that Scripps would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim.
EBITDA: Scripps' going-concern EBITDA is based on the pro forma LTM
LQ8A EBITDA December 2018 of roughly $300 million. This includes
all of Scripps' recently announced and completed acquisitions:
Triton Digital for $150 million, which closed in December 2018;
three ABC affiliates in Texas and Florida for $55 million, which
closed in January 2019; the Cordillera TV stations for $521
million, which closed in May 2019; and the Nexstar stations for
$580 million, which is expected to close by the end of 2019.
Fitch stresses EBITDA by assuming that an economic downturn results
in a cyclical decline in advertising revenues. Scripps' Local Media
(television) advertising revenues decline by roughly 15%.
Additionally, the National Media business (podcasting, digital
audio measurement, national content brands like Newsy) also
experience a reduced pace of advertising growth. Fitch expects
traditional mediums (like television broadcasting) will be
disproportionately impacted by pullback in advertisers' budgets.
Scripps benefits from its higher proportion of subscription
revenues (retransmission revenues) relative to the previous
recessionary period. However, given the high degree of operating
leverage in the business, LQ8A EBITDA declines by roughly 20%.
Multiple: Fitch employs a 6x distressed enterprise value multiple
reflecting the value present in the company's FCC licenses in
small- and medium-sized U.S. markets. This multiple is roughly
in-line with median TMT emergence enterprise value/EBITDA multiple
of 5.5x. It also incorporates the following:
-- Current public trading EV/EBITDA multiples range from 7x-11x;
-- Recent transaction multiples in a range of 7x-9x. Nexstar
Media Group announced its planned acquisition of the Tribune Media
Company in December 2018 for $6.4 billion including the assumption
of Tribune's debt, which represents a 7.5x purchase price multiple
(including $160 million in outlined synergies). Gray Television
acquired Raycom Media for $3.6 billion in January 2019,
representing a 7.8x purchase price multiple (including $80 million
of anticipated synergies). Scripps announced its acquisition of 15
television stations from Cordillera Communications in October 2018
for $521 million, representing an 8.3x purchase price multiple
(including $8 million in outlined synergies). Scripps incrementally
announced its acquisition of eight stations from Nexstar in March
2019 for $580 million. The purchase price represents an 8.1x
multiple of average two-year EBITDA excluding the New York City CW
affiliate, WPIX.
Fitch estimates an adjusted, distressed enterprise valuation of
$1.5 billion.
Debt: Fitch assumes a fully drawn revolver in its recovery analysis
since credit revolvers are tapped as companies are under distress.
Scripps has a $150 million revolver (which will increase to $210
million following the Nexstar station acquisition closing). Scripps
also has $1.06 billion of term loan debt and $400 million of senior
unsecured notes pro forma the May 1, 2019 incremental term loan B
issuance. Fitch estimates Scripps will have $1.8 billion in total
debt including the required funding for the Nexstar stations.
The recovery analysis results in a 'BB+' and 'RR1' Recovery Rating
for the company's secured first lien debt, reflecting Fitch's
belief that 91%-100% expected recovery is reasonable. The recovery
analysis results in a 'B' rating and 'RR5' Recovery Rating for the
senior unsecured notes, reflecting 11%-30% expected recovery.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Fitch does not expect any near-term improvement to Scripps'
ratings given the elevated leverage following its spate of
acquisition activity.
-- Over the longer term, Fitch would consider an upgrade if
management maintains two-year average leverage, measured as total
debt with equity credit to operating EBITDA, below 4.5x and
two-year average FCF/Gross Adjusted Debt above 5%.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Sustained average two-year leverage, as measured as total debt
with equity credit to operating EBITDA above 5.5x as a result of
incremental acquisition activity, shareholder friendly activities
or weaker than anticipated operating performance including an
acceleration in secular pressures.
-- Two-year average FCF/Gross Adjusted Debt falls below 2%
E.W. SCRIPPS: S&P Assigns Prelim 'B-' Rating to Unsecured Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' issue-level rating
and '5' recovery rating to Cincinnati-based TV broadcaster The E.W.
Scripps Co.'s (Scripps) proposed $400 million senior unsecured
notes due 2027. The '5' recovery rating indicates S&P's expectation
for modest (10%-30%; rounded estimate: 15%) recovery for lenders in
the event of a payment default. Scripps plans to use the proceeds
from the proposed notes to fund its previously announced
acquisition of television stations from Nexstar Media Group Inc.
S&P said, "All of our existing ratings on Scripps, including our
'B+' issuer credit rating, remain on CreditWatch with negative
implications. We expect to lower the issuer credit rating to 'B'
when the station acquisition closes. We would also lower our
issue-level ratings on Scripps' senior secured credit facilities to
'BB-' from 'BB' and its senior unsecured debt to 'B-' from 'B'.
Once the transaction closes, we will assign a final rating to the
new $400 million senior unsecured debt issuance. We expect the
acquisition to close in third-quarter 2019, but it is also
contingent on Nexstar's pending acquisition of Tribune closing."
EDGEMARC ENERGY: Committee Hires Brown Rudnick LLP as Co-counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of EdgeMarc Energy
Holdings, LLC, and its debtor-affiliates seeks authority from the
U.S. Bankruptcy Court for the District of Delaware to retain the
law firm of Brown Rudnick LLP as co-counsel to the Committee, nunc
pro tunc to May 29, 2019.
The Committee requires Brown Rudnick to:
a. assist and advise the Committee in its discussions with the
Debtors and other parties-in-interest regarding the overall
administration of these cases;
b. represent the Committee at hearings to be held before this
Court and communicate with the Committee regarding the matters
heard and the issues raised as well as the decisions and
considerations of this Court;
c. assist and advise the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
d. review and analyze pleadings, orders, schedules, and other
documents filed and to be filed with this Court by interested
parties in these Cases; advising the Committee as to the necessity,
propriety, and impact of the foregoing upon these Cases; and
consenting or objecting to pleadings or orders on behalf of the
Committee, as appropriate;
e. assist the Committee in preparing such applications,
motions, memoranda, proposed orders, and other pleadings as may be
required in support of positions taken by the Committee, including
all trial preparation as may be necessary;
f. confer with the professionals retained by the Debtors and
other parties-in-interest, as well as with such other professionals
as may be selected and employed by the Committee;
g. coordinate the receipt and dissemination of information
prepared by and received from the Debtors' professionals, as well
as such information as may be received from professionals engaged
by the Committee or other
parties-in-interest in these cases;
h. participate in such examinations of the Debtors and other
witnesses as may be necessary in order to analyze and determine,
among other things, the Debtors' assets and financial condition,
whether the Debtors have made any avoidable transfers of property,
or whether causes of action exist on behalf of the Debtors'
estates;
i. assist and advise the Committee in connection with any sale
of any or substantially all of the Debtors' assets;
j. assist and advise the Committee in connection with
analyzing estate assets, including, without limitation, any estate
causes of action against any parties;
k. negotiate and, if necessary or advisable, formulate a plan
of reorganization or liquidation for the Debtors; and
l. assist the Committee generally in performing such other
services as may be desirable or required for the discharge of the
Committee's duties pursuant to section 1103 of the Bankruptcy Code.
The hourly rates range from $300 to $1,490 for attorneys and from
$255 to $485 for paraprofessionals.
Robert Stark, Esq., at Brown Rudnick, disclosed in a court filing
that his firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Brown
Rudnick disclosed in a court filing that it has not agreed to a
variation of its standard or customary billing arrangements for its
employment with the committee, and that no professional in the firm
has varied his rate based on the geographic location of the
Debtors' cases.
Brown Rudnick has not represented the committee in the 12 months
preceding the petition date. Brown Rudnick and Morris Nichols are
developing a budget and staffing plan that will be presented for
approval by the Committee, according to the filing.
Brown Rudnick can be reached through:
Robert J. Stark, Esq.
Brown Rudnick LLP
7 Times Square
New York, NY 10036
Telephone: (212) 209-4800 / (212) 209-4862
Facsimile: (212) 209-4801
E-mail: rstark@brownrudnick.com
About EdgeMarc
EdgeMarc Energy Holdings, LLC -- http://www.edgemarcenergy.com/--
is a locally based natural gas exploration and production company
headquartered in Canonsburg, Pa. It is engaged in the acquisition,
production, exploration and development of natural gas and natural
gas liquids from underground deposits in the Appalachian Basin.
EdgeMarc Energy conducts its drilling and exploration activities in
the "stacked" liquid-rich Marcellus shale in Pennsylvania and dry
gas Utica shale in Ohio.
EdgeMarc Energy and its 8 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-11104) on May 15, 2019.
EdgeMarc Energy estimated assets of $100 million to $500 million
and liabilities of the same range as of the bankruptcy filing.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped Landis Rath & Cobb LLP as counsel; Davis Polk &
Wardwell LLP as corporate counsel; Evercore Partners as investment
banker; Oportune LLC and Dacarba LLC as financial advisor; and
Prime Clerk LLC as claims agent.
EMERALD TOPCO: Moody's Assigns 'B3' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to Emerald TopCo, Inc.
Concurrently, Moody's assigned a B2 rating to the company's
proposed $250 million senior secured first lien revolving credit
facility and $1.25 billion senior secured first lien term loan. The
B2 rating on the first lien debt reflects their priority position
relative to second-lien debt of $453 million (unrated) in the
capital structure. The outlook is stable.
Proceeds from the debt issuance, combined with a sizeable equity
commitment will be used to fund Ares Management and Leonard Green &
Partners acquisition of Press Ganey, refinance existing debt, and
pay related fees and expenses. Upon closing, the new debt will be
assumed by Emerald TopCo, Inc., the parent of Press Ganey Holdings,
Inc. and all former ratings of Press Ganey Holdings, Inc. will be
withdrawn on repayment of its debt obligations. The transaction is
expected to close in July 2019.
"The transaction will increase debt significantly, but the
underlying business is performing well and leverage should improve
to 8.0x over the next 12-18 months", says Shirley Singh, Moody's
lead analyst for the company.
Assignments:
Issuer: Emerald TopCo, Inc.
Probability of Default Rating, Assigned B3-PD
Corporate Family Rating, Assigned B3
Gtd Senior Secured First Lien Revolving Credit
Facility, Assigned B2 (LGD3)
Gtd Senior Secured First Lien Term Loan, Assigned
B2 (LGD3)
Outlook Actions:
Issuer: Emerald TopCo, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
Press Ganey's B3 CFR is constrained by the company's high financial
leverage, modest scale and risk associated with private equity
ownership. The company's entrenched market position, extensive
survey data and benchmarking capabilities support strong
profitability margins, and it is well positioned to benefit from
expanding Centers for Medicaid and Medicare (CMS) mandates to the
broader healthcare system. Good operating track record, high client
retention rate, diverse customer base and long-standing
relationships with leading healthcare providers are other favorable
rating considerations. The rating also incorporates the company's
exposure to legislative risk inherent in its relationship with
CMS.
Pro forma leverage (Moody's adjusted debt/EBITDA) for the
transaction is 9.0x for LTM March 2019, after expensing software
development cost. Moody's expects leverage to moderate to 8.0x over
the next 12-18 months driven by mid-to-high-single digit revenue
growth and mandatory debt repayments. The company's ability to
cross-sell the company's other high value products will drive
earnings and above-average margin growth. However, Moody's
anticipates Press Ganey will continue to augment growth with
acquisitions, limiting the reduction in leverage on a sustainable
basis.
Press Ganey's has good liquidity, supported by company's solid free
cash flow generation and availability under its $250 million
revolving credit facility (expected to be undrawn on
closing).Moody's expects the company to generate $55-$65 million in
free cash flow over the next 12-18 months, with FCF-to-debt of
close to 3.5%. Reliance on the revolving credit facility is
expected to be limited to funding acquisitions. The credit
agreement allows for up to $250 million of incremental debt,
however Moody's do not anticipate it to be exercised in near-term.
Alternate liquidity is limited as all assets are encumbered.
The stable outlook reflects Moody's expectation of an improvement
in credit metrics, stemming from strong earnings and cash flow
generation, while maintaining good growth momentum. The rating
could be upgraded if debt-to EBITDA is sustained below 7.0 times
(including Moody's software development adjustment), while
maintaining the strong pace of earnings growth and diversifying
revenue sources across business lines. The ratings could be
downgraded if revenue, client retention or liquidity materially
deteriorate from current levels such that FCF-to-debt approaches
0%.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Boston, Massachusetts and South Bend, Indianna,
Emerald TopCo, Inc. is a leading provider of performance
measurement and improvement services to U.S. healthcare providers
including hospitals, medical practices and alternate-site
providers. Press Ganey operates through four product lines -
patient experience, clinical, workforce engagement and
transformational services/safety. Upon closing, Press Ganey will be
controlled by private equity sponsors Ares Management and Leonard
Green & Partners. The company generated approximately $465 million
revenue in LTM period ending March 2019.
EMERALD TOPCO: S&P Assigns 'B' ICR on Acquisition by Equity Firms
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
patient-experience information services company Emerald TopCo Inc.
(doing business as Press Ganey), which is being acquired by
private-equity firms Ares and Leonard Green in a $4.25 billion
equity and debt transaction.
At the same time, S&P assigned its 'B' issue-level rating and '3'
recovery rating to the company's proposed $1.25 billion first-lien
term loan and $250 million revolver.
Press Ganey is a leading provider of patient-experience survey data
services in the U.S. and the company has a long history in this
niche. In addition, it has built a relatively dominant market
position as it generates about $500 million of annual revenue.
Patient-experience services account for around 80% of Press Ganey's
revenue and the company generates the remaining revenue from its
newer, developing segments, such as clinical excellence, workforce
engagement, safety, and transformational services. Press Ganey's
main competitive advantage is its proprietary database, which
contains 30 years of data accumulated over the company's long-term
presence in the industry and through its long-standing
relationships with its deep health care provider client base.
Press Ganey's client retention rates are high (three-year average
of 98.6%) given the significant switching costs, which provides it
with high revenue visibility. S&P's fair assessment of the
company's business risk profile also reflects its multi-year
contracts with a diverse customer base as no single client
represented more than 2.5% of its total revenue in 2018. Moreover,
the growing focus on value-based reimbursement in the health care
provider industry has supported Press Ganey's success because
health care providers have been seeking out better analytical tools
to measure their patients' experience and outcomes. Press Ganey's
above-average EBITDA margins have historically been stable given
the company's strong brand awareness in this space and the growing
need for its services.
S&P said, "Our stable outlook on Press Ganey reflects our
expectation that its leverage will remain above 8.0x over the next
year, given its ownership by financial sponsors Ares and Leonard
Green, despite its continued revenue growth and above-average
EBITDA margins.
"We could lower our rating on Press Ganey if it experiences
unexpected operational difficulties or increased competition that
leads to shortfalls in its EBITDA and cash flows. If the company's
revenue declines and its normally stable margins erode, causing its
leverage to rise over 10x while it generates minimal to negative
free cash flows, we would likely lower our rating.
"Given its highly leveraged profile and financial-sponsor
ownership, we see an upgrade as unlikely in the next 12 months.
However, we could raise our rating on Press Ganey if the company
reduces its leverage below 5.5x and we are confident that it is
committed to maintaining its leverage at that level going forward."
ENSEMBLE RCM: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service, Inc. assigned credit ratings to
healthcare revenue-cycle-management-services provider Ensemble RCM,
LLC, including a B2 Corporate Family Rating, a B2-PD Probability of
Default rating, and B2 ratings on proposed first-lien, senior
secured debt consisting of a $75 million revolver and $672 million
term loan. Proceeds from the term loan, plus new cash equity from
private equity sponsor Golden Gate Capital and rolled over equity
from Ensemble's existing owner Bon Secours Mercy Health system,
will allow Golden Gate Capital to purchase a 51% interest in
Ensemble. The outlook is stable.
Moody's assigned the following ratings to Ensemble RCM, LLC:
Corporate Family Rating, assigned B2
Probability of Default Rating, assigned B2-PD
Senior secured first-lien revolving credit
facility expiring 2024, assigned B2 (LGD4)
Senior secured first-lien term loan maturing 2026,
assigned B2 (LGD4)
Outlook, assigned stable
RATINGS RATIONALE
The B2 CFR reflects the high, approximately 4.75 times opening,
pro-forma Moody's-adjusted debt-to-EBITDA leverage Ensemble will be
carrying after the PE sponsor's acquisition of a 51% interest in
the company. The CFR also reflects Moody's expectations for swift
initial deleveraging, to about 4.0 times by year-end 2019.
Pronounced customer concentration with a single, critical
healthcare system, BSMH itself, will not abate as BSMH contributes
hospitals and facilities for Ensemble to service. BSMH is among the
nation's largest healthcare systems and is concentrated in the
Eastern U.S., with 43 hospitals and more than $8 billion in
revenue. Growing exposure to BSMH will entail a roughly 70%
increase in Ensemble's 2019 revenue, to more than $550 million
versus the prior year. The resultant EBITDA-driven accelerated
deleveraging, to about 4.0 times by the end of 2019, along with
expectations for good liquidity, underpins the B2 CFR.
Prolonged servicing of a high debt load would otherwise limit
Ensemble's operational and financial flexibility as it
simultaneously spins off from BSMH and manages rapid growth in a
highly competitive, consolidating healthcare revenue cycle
management environment that includes many players who are larger
and less leveraged than Ensemble. Certain of those competitors
offer the same, end-to-end suite of services along the healthcare
RCM continuum that Ensemble does. Most health systems use in-house
resources and multiple vendors to manage their RCM operations,
possibly making Ensemble's end-to-end, single-vendor outsourcing
approach more attractive, and limiting competition. These risks
make the successful fulfilment of the expanding BSMH contract a key
consideration for maintaining the rating.
Moody's views Ensemble's liquidity as good, as demonstrated by
moderate opening cash balances. Much of Ensemble's $120 million of
December 31, 2018 cash will be swept in the sale of the company.
Moody's expects Ensemble to generate free cash flow of about $40
million over the next twelve months, even with ramp up expenses for
the BSMH contract expansion. While Moody's anticipates no drawings
under the company's ample $75 million revolver, its expectation for
free cash flow as a percentage of debt in the low- to mid-single
digits is a bit weak for the B2 rating. But if the full scope of
the BSMH partnership is achieved, without setbacks or significant
cost overruns, Ensemble will likely be capable of generating free
cash flows characteristic of higher-rated business services peer
companies. Additionally, Moody's expects there to be ample initial
cushion built into the transaction's net first-lien leverage
covenant, which is in place for the benefit of the revolver lenders
only.
The stable rating outlook reflects Moody's expectation that
Ensemble, given its longstanding history with BSMH, will be able to
successfully support their expanding partnership, allowing it to
grow into a stable debt-to-EBITDA leverage position over the next
few years of between 3.5 and 4.0 times, good for the ratings
category.
The ratings could be upgraded if the successful management of the
BSMH contract expansion compels Moody's to anticipate that
debt-to-EBITDA leverage will approach 3.0 times, and to expect that
free cash flow as a percentage of debt will be sustained at
double-digit percentages. A ratings downgrade could result if the
BSMH contract is curtailed significantly, leading Moody's to expect
no deleveraging.
With Moody's expected 2019 net revenues of more than $550 million,
Ensemble RCM provides technology-enhanced revenue cycle management
and physician advisory services to healthcare providers including
acute-care hospitals and hospital- and office-based physicians.
Private equity firm Golden Gate Capital and primary customer BSMH
will have respective 51% and 49% ownership interests in the
company.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
ENSEMBLE RCM: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Ensemble RCM LLC, a technology-enabled provider of revenue cycle
management (RCM) services to health care providers.
The rating action follows the company's announcement of Bon Secours
Mercy Health's plan to sell 51% of the equity in the company to
Golden Gate Capital, retaining 48% of ownership. The proposed debt
structure will consist of a $75 million first-lien revolver
(undrawn at closing) and a $672 million senior secured first-lien
term loan.
Meanwhile, S&P assigned its 'B' issue-level rating and '3' recovery
rating to Ensemble's proposed first-lien credit facility.
S&P said, "Our ratings on Ensemble reflect the company's limited
size and small scale, narrow operating focus in providing RCM
services to acute-care providers, relatively short operating
history, and significant customer concentration. We view the market
for RCM services to be highly fragmented and competitive.
Ensemble's main client, Bon Secours Mercy Health, currently
accounts for a material portion of Ensemble's revenue, but is a
significant owner of the company. BSMH's 10-year contract with
Ensemble for RCM services, however, mitigates customer
concentration risk.
"The stable outlook reflects our expectation that Ensemble will
sustain adjusted leverage of 4x-5x and achieve annual revenue
growth in the low- to mid-teens percent over the next two years
based on new client wins and growth from existing clients.
"We can consider a downgrade if leverage exceeds 5x, and
discretionary cash flow falls to a minimal level of $10 million or
less.
"We could consider an upgrade if the company establishes a record
of sustained growth through new customer wins, which we believe is
important to diversify its revenue base. In addition, we would
expect the company to continue to exhibit organic growth with
existing clients. We expect that in this scenario profitability
would be maintained in the mid- to high-20% area. An upgrade would
also be predicated on adjusted leverage of less than 5x and free
cash flow generation of at least $40 million."
FAIRWAY ENERGY: Brown Rudnick, RL&F Represent Equity Holders
------------------------------------------------------------
The Ad Hoc Committee of Equity Security Holders submitted a
verified statement pursuant to F.R.B.P. Rule 2019(a) in the Chapter
11 cases of Fairway Energy, LP, et al.
On November 27, 2018, the Ad Hoc Committee retained Brown Rudnick
LLP and Richards Layton & Finger, P.A. to represent it in
connection with a restructuring involving the Debtors.
As of Dec. 3, 2018, the members of the Ad Hoc Committee and their
interests are:
Member Units
------ -----
Deutsche Asset & Wealth Management
RREEF Management L.L.C. 6,200,000
222 S. Riverside Plaza, 24th Floor
Chicago, IL 60606
Great American Life Insurance Company
and Great American Insurance Company 2,500,000
301 E. Fourth St.
Cincinnati, OH 45202
Zimmer Partners LP 1,100,000
9 West 57th Street
33rd Floor
New York, NY 10019-2601
GMT Capital Bay Resource Partners Funds 900,000
2300 Windy Ridge Pkwy
Ste. 550 South
Atlanta, GA 30339
FBR Capital Markets PT Inc. 615,000
299 Park Avenue, 21st Floor
New York, NY 10171
Riverloft Capital 450,000
300 W. 41st Street
Suite 202
Miami Beach, FL 33140
Odey European Inc., OEI MAC Inc. and
Odey Absolute Return Fund 448,000
Odey Asset Management LLP
12 Upper Grosvenor Street
London W1K 2ND, GB
Koz LLLP 150,000
1501 Corporate Drive
Boynton Beach, FL 33426
Windhorse Capital Management LLC 500,000
85 Sparks Street
Cambridge, MA 02138
Markus Rezny 25,000
30b Cambridge Park
Twickenham TW1 2JL
United Kingdom
Michael Lloyd 15,000
350 Central Park West
Apt 7G
New York, New York 10025
Mance Edmondson 7,500
3225 N St NW
Washington DC 20007
----------
TOTAL UNITS: 12,910,500
Counsel to the Ad Hoc Committee of Equity
Christopher M. De Lillo, Esq.
John H. Knight, Esq.
Paul N. Heath, Esq.
Christopher M. De Lillo, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: knight@rlf.com
heath@rlf.com
delillo@rlf.com
- and -
Robert J. Stark, Esq.
Bennett S. Silverberg, Esq.
Gerard T. Cicero, Esq.
BROWN RUDNICK LLP
7 Times Square
New York, NY 10036
Telephone: (212) 209-4800
Facsimile: (212) 209-4801
E-mail: rstark@brownrudnick.com
bsilverberg@brownrudnick.com
gcicero@brownrudnick.com
About Fairway Energy
Fairway Energy -- http://www.fairwaymidstream.com/-- provides
storage, throughput and ancillary services for third-party
companies engaged in the production, distribution and marketing of
crude oil. Its services are provided at the Pierce Junction Crude
Oil Storage Facility.
Fairway Energy, LP, and its affiliates Fairway Energy Partners,
LLC, and Fairway Energy GP, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-12684 to
18-12686) on Nov. 26, 2018. The Debtors reported total assets of
$382.7 million and total liabilities of $94 million as of Sept. 30,
2018.
The cases are assigned to Judge Laurie Selber Silverstein.
The Debtors tapped Haynes and Boone, LLP, and Young Conaway
Stargatt & Taylor, LLP as their legal counsel; Alvarez & Marsal
North America, LLC as financial and restructuring advisor; and
Prime Clerk LLC as claims and noticing agent.
FIELDPOINT PETROLEUM: Dan Robinson Quits as Director
----------------------------------------------------
Dan Robinson resigned as a member of the Board of Directors of
FieldPoint Petroleum Corporation on July 3, 2019.
Mr. Robinson has served on the Board of Directors of FieldPoint
Petroleum since August of 2004 and has made a significant
contribution during his time in office. Effective June 30, 2019,
Mr. Robinson has decided to retire from all his business and board
activities so that he and his wife can travel and enjoy their, as
he put it, "golden years."
"Dan has a long history of involvement with the petroleum industry
and has a great understanding of the business. His wisdom and
vision will be greatly missed. We want to thank Dan for all these
years of dedicated participation on the Board and wish him the very
best in his retirement," the Company said in a press release.
About FieldPoint Petroleum
Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP)
-- http://www.fppcorp.com/-- is engaged in oil and natural gas
exploration, production and acquisition, primarily in Louisiana,
New Mexico, Oklahoma, Texas, and Wyoming.
Fieldpoint Petroleum reported a net loss of $3.25 million in 2018,
compared to net income of $2.66 million on $3.03 million for the
year ended Dec. 31, 2017. As of March 31, 2019, FieldPoint
Petroleum had $4.52 million in total assets, $6.25 million in total
liabilities, and a total stockholders' deficit of $1.73 million.
Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated April
15, 2019, on the Company's consolidated financial statements for
the year ended Dec. 31, 2018, stating that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
FORT BRAGG: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Fort Bragg Carolina Trust, according to court dockets.
About Fort Bragg Carolina Trust
Fort Bragg Carolina Trust filed a voluntary petition under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03388) on
April 15, 2019, listing under $1 million in both assests and
liabilities. The case is assigned to Judge Caryl E. Delano.
Samantha L. Dammer, Esq., at Tampa Law Advocates, P.A., is serving
as the Debtor's counsel.
GATEWAY TO LANCASTER: Taps M. J. Watson as Bankruptcy Counsel
-------------------------------------------------------------
Gateway To Lancaster, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas (Dallas) to hire M. J.
Watson & Associates, P.C. as bankruptcy counsel.
Gateway requires MJWA to:
a. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Debtor, the defense of any bankruptcy court action commenced
against the Debtor, the negotiation of disputes in which the Debtor
is involved, and the preparation of objections to claims filed
against the Debtor's estate;
b. prepare motions, applications, answers, orders, reports,
and papers in connection with the administration and prosecution of
the Debtor’s chapter 11 case; and
c. perform all other legal services in connection with the
chapter 11 case that are reasonable or necessary to satisfy the
obligations and duties required of a chapter 11 debtor.
MJWA received a $10,000.00 post-petition retainer from Cedar TC
LLC, an affiliate of the Debtor, to apply towards its post-petition
expenses and costs.
M. Jermaine Watson is the primary attorney within MJWA who will
represent the Debtor and his standard hourly rate is $400.
Mr. Watson disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The counsel can be reached through:
M. Jermaine Watson, Esq.
M. J. WATSON & ASSOCIATES, P.C.
325 N. Saint Paul Street, Suite 2200
Dallas, TX 75201
Tel: 214-965-8240
Fax: 214-999-1384
Email: jwatson@mjwatsonlaw.com
About Gateway To Lancaster, LLC
Gateway To Lancaster, LLC was formed on June 25, 2015 as a real
estate company located in Lancaster, Texas. The Debtor is a
commercial landlord, which generates its income from leasing space
to a gas station and restaurant.
Gateway To Lancaster, LLC, filed a pro se petition for relief under
chapter 11 of title 11 of the United States Code, 11 U.S.C. Secs.
101-1532 (Bankr. N.D. Tex. Case No. 19-31872) on June 3, 2019,
listing under $1 million in both assets and liabilities. M. J.
Watson & Associates, P.C., represents the Debtor as counsel.
GHOTRA HOSPITALITY: Case Summary & 2 Unsecured Creditors
--------------------------------------------------------
Debtor: Ghotra Hospitality LLC
dba Clarion Inn & Suites (OK269)
fdba Holiday Inn Express
4400 Highline Blvd
Oklahoma City, OK 73108-1816
Business Description: Ghotra Hospitality LLC is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)). The Company owns a
hotel known as Clarion Inn & Suites located
in Oklahoma City, Oklahoma with an estimated
value of $6,454,637 (based on tax records
valuation method).
Chapter 11 Petition Date: July 8, 2019
Court: United States Bankruptcy Court
Western District of Oklahoma (Oklahoma City)
Case No.: 19-12761
Judge: Hon. Sarah A. Hall
Debtor's Counsel: Charles C. Ward, Esq.
THE LAW OFFICE OF CHARLES C. WARD, PLLC
2525 NW Expressway, Suite 111
Oklahoma City, OK 73112
Tel: (405) 418-8447
E-mail: cward@charlescwardlaw.com
Total Assets: $6,865,637
Total Liabilities: $5,066,190
The petition was signed by Harjinder S. Ghotra, manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at:
http://bankrupt.com/misc/okwb19-12761.pdf
HENRY COUNTY HEALTH CARE: S&P Withdraws 'BB+' 2019 Bond Rating
--------------------------------------------------------------
S&P Global Ratings has withdrawn its 'BB+' rating on Henry County
Health Care Authority, Ala.'s series 2019 health care facilities
tax anticipation bonds at the issuer's request.
HOWARD HUGHES: S&P Alters Outlook to Stable, Affirms 'B+' ICR
-------------------------------------------------------------
S&P Global Ratings revised its rating outlook on the Howard Hughes
Corp. to stable from positive and affirmed its 'B+' issuer credit
rating on the company and its 'BB-' issue-level rating on the
company's senior unsecured notes.
S&P said, "We revised our outlook to stable from positive due to
weaker credit metrics, including debt to EBITDA remaining above 12x
in 2019. The company's strategic development (SD) segment, which
comprises residential and commercial property projects, is
generating lower EBITDA and has much greater capital needs than
anticipated. Thus, debt should remain at about 12x EBITDA for the
second straight year in 2019, before modest improvement next year.
"The stable outlook reflects our view that credit metrics will
improve modestly after 2019 and that the company's OA segment will
continue to grow as a percentage of its total earnings. As a
result, we expect credit measures to begin to improve in 2020.
"We could lower our rating on HHC if debt to EBITDA appeared
sustainable above 12x, instead of trending downward from the
increased levels we expect in 2019. This could occur if EBITDA were
less than $300 million or if capital plans failed to materially
decline after the $850 million we expect in 2019. Alternatively, we
could lower the rating if on a prolonged basis the company's income
from stabilized assets fell below 40% of the total, which would
imply heightened uncertainty around future cash flows and a
critical shortfall from HHC's plans.
"We could raise the rating over the next 12 months if Howard Hughes
improved its earnings stability, which might be achieved by
increasing its OA segment to more than half of overall EBITDA and
net operating income. In addition, an upgrade would require
leverage to permanently improve toward those of real estate
operating companies in the 'BB' category, specifically debt to
EBITDA of less than 7.5x. This could occur if EBITDA from existing
large-scale property developments within SD were to contribute to a
more than $100 million incremental overall jump in this measure."
ION MEDIA: Moody's Affirms B1 Corp. Family Rating, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed ION Media Networks, Inc.'s B1
Corporate Family Rating and B1-PD Probability of Default Rating
following the announcement of a special dividend to the company's
private equity shareholders using cash on hand plus proceeds from a
$360 million increase to the company's Term Loan B. Moody's
assigned a B1 rating to the company's new upsized $1.366 billion
senior secured Term Loan B and its new $75 million revolver both
maturing in 2024. In addition to funding the dividend, proceeds
from the transaction will be used to repay the existing credit
facilities. The transaction would increase gross debt-to-EBITDA
leverage to approximately 4.2x from approximately 3.2x, pro forma
as of LTM March 31, 2019 (incorporating Moody's standard
adjustments). However, Moody's expects ION Media to de-lever back
to under 4.0x within the next 12 months with support from strong
free cash flows and improved EBITDA margins. Moody's will withdraw
the existing term loan and revolving credit facility ratings upon
close of the transaction, expected in late July 2019. The outlook
remains stable.
Summary of rating actions:
Affirmations:
Issuer: ION Media Networks, Inc.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Assignments:
Issuer: ION Media Networks, Inc.
Senior Secured 1st lien Term Loan B3, Assigned B1 (LGD3)
Senior Secured 1st lien Revolving Credit Facility, Assigned B1
(LGD3)
Outlook Actions:
Issuer: ION Media Networks, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
ION Media's B1 Corporate Family rating is supported by its
manageable level of debt-to-EBITDA leverage and consistent free
cash flows generated from its large television station group and TV
networks, reaching over 100 million households in the U.S. ION
Media's moderate scale, inherent risks associated with private
equity ownership and reliance on cyclical ad revenue constrain the
rating to the B1 rating level. The B1 rating is supported by its
expectation that the company will continue to deliver consistent
EBITDA generation absent a recession over the intermediate term and
leverage will decline to around 4.0x within the next 12 months,
positioning the company well in its B1 rating category. Moody's
expects ION Media's operating performance, including topline and
margins, to continue to benefit from its strategy of shifting hours
to scripted programming and away from infomercials during the
overnight and morning day parts. Management's strong track record
with this strategy in prime time supports an expectation for
similar success during non-prime periods. Furthermore, Moody's
believe ION Media will be attractive for both traditional MVPDs and
narrow bundle vMVPDs given its lack of carriage fees, and its
programming niche will likely continue to win modest share from
other cable networks. Nevertheless, while ION Media has typically
secured access to third party content at cost-effective rates,
inherent risk exists in evaluating the costs relative to the
potential audience. Changing consumer behavior for viewing content
in a linear fashion creates the risk of audience erosion, which
would pressure advertising revenue. Moody's does not envision
transformative changes to occur in either viewing behavior or
advertising spending that would materially impact ION Media's
growth over the near-term.
The stable outlook incorporates its expectations for revenue and
EBITDA growth despite pressures that competitors are experiencing,
along with modest debt reduction resulting in improved credit
metrics from current levels. Over the next 12 months Moody's
expects strong free cash flow generation to continue and
debt-to-EBITDA to decline to under 4.0x (including Moody's standard
adjustments) - unless the company makes an acquisition or pays an
additional dividend.
ION Media's lack of significant scale or business diversity, and
its track record for debt funded distributions, financial sponsor
ownership, and its concerns about the impact of media fragmentation
constrain ratings. While an upgrade is unlikely in the near term,
Moody's would consider a positive outlook or upgrade if Moody's
expected revenue and EBITDA growth to exceed the growth rate of GDP
with a commitment by the company to maintain a stronger credit
profile in line with the higher rating, including leverage
sustained under 2.5x debt-to-EBITDA (including Moody's standard
adjustments), free cash flow-to-debt of 20%, and good liquidity.
Ratings could be downgraded if leverage were to increase and is
sustained above 4.5x or if fiscal policy became more aggressive.
Ratings could also be downgraded if secular deterioration in
operating performance measures occurs or if there is material
reduction in liquidity.
The principal methodology used in these ratings was Media Industry
published in June 2017.
ION Media, launched in 2007, owns the ION Television network
through a geographically diversified group of 70 owned & operated
broadcast stations (including the three newly acquired stations) in
the U.S. as well as through carriage agreements with pay television
providers covering over 100 million TV households. ION Media also
owns and operates the Qubo and ION Life television networks. The
company maintains headquarters in West Palm Beach, FL, and
generated revenues of approximately $577 million for the 12 months
ended March 31, 2019. Black Diamond Capital Management's affiliates
are the primary indirect owners of ION Media through their
ownership of Media Holdco, LP, whose primary asset is an 86% equity
interest in ION Media.
JEREMY STUTES: Selling 1991 Sea Ray 420 Sundancer for $20K
----------------------------------------------------------
Jeremy and Rachel Stutes ask the U.S. Bankruptcy Court for the
District of Connecticut to authorize the sale of 1991 Sea Ray 420
Sundancer Power Boat, HIN SERP1443H091, Registration Number 979055,
held in the name of Rachel Stutes, to Bill Olson for $20,000.
In connection with the Vessel upon a prior motion by the Debtors,
the Court entered on Oct. 16, 2018 the Order Authorizing Sale of
Property Free and Clear of the Interests, Claims and Liens of
Respondents. Said order authorizes them to transfer the Vessel
free and clear of any liens or other interest, but further orders
that the Debtors will file the instant motion for approval when a
purchase contract is entered.
The Debtors have finally received an offer for the Vessel in the
sum of $20,000 which they ask the Court's authorization to accept.
After entry of the Court's Sale Free and Clear Order, the Debtors
sought to interest boat brokers for assistance in marketing the
Vessel, but without success. In addition, they sought interested
parties through the boat yard and marina where the Vessel has been
kept in dry dock since May 2018.
Throughout this period the Vessel has cost the estate for insurance
and storage approximately $583 month. Due to their inability to
fund maintenance of the Vessel, or to bring it to a seaworthy
condition and place it in the water for testing, locating a buyer
has been difficult.
The offer, from the Buyer who is an unrelated third party not
previously known to the Debtors, of $20,000 is lower than they had
sought, but as the only offer received, and considering the
circumstances as described, the Debtors ask approval to close on
the offer as soon as possible. As indicated in the Bill of Sale,
the sale is in "as is" condition.
The Debtors originally scheduled the Vessel at $40,000 and stated
in their Amended Schedule A/B, at ECF #54, that the valuation was
"Current value is based on Debtor's estimate." At this time, in
connection with their analysis of the offer, they obtained a book
value, pre-inspection trade-in estimate in fair condition for a
similar vessel of $35,850. The Debtors cannot represent that the
Vessel in fact is in "fair" condition.
Based on the considerations set forth, the Debtors believe the
proposed immediate sale at $20,000 is in the best interest of the
estate. If approved Debtors will comply with the obligations of the
Sale Free and Clear Order to place the proceeds in the trust
account of Coan, Lewendon, Gulliver & Miltenberger, LLC, pending
further order of the Court.
A copy of the Bill of Sale attached to the Motion is available for
free at:
http://bankrupt.com/misc/Jeremy_Stutes_133_Sales.pdf
The Purchaser:
Bill Olson
2 Washington St.
Mystic, CT 06355
Jeremy and Rachel Stutes filed their voluntary petition under
Chapter 7 of the Bankruptcy Code on Jan. 31, 2018. The case was
converted to Chapter 11 (Bankr. D. Conn. Case No. 18-2013) on June
1, 2018. Carl T. Gulliver, Esq., at Coan, Lewendon, Gulliver &
Miltenberger, LLC, is the Debtors' counsel.
JESSE GOODRUM: Proposes Auction of Franklin Property
----------------------------------------------------
Jesse Brent Goodrum asks the U.S. Bankruptcy Court for the Western
District of Kentucky to authorize the sale of the real property
located at 2169 Springfield Road, Franklin, Kentucky, and more
particularly described in the deed dated Dec. 1, 2016, of record in
Deed Book 324, Page 606 in the office of the Simpson County Court
Clerk, by public auction within 120 days of the Court approving the
sale, on Blue Mudd Investments, LLC's premises.
The Debtor is the sole member of Blue Mudd, a Kentucky limited
liability company that owns the Springfield Road property. Said
property serves as collateral for a loan payable to Farm Credit Mid
America in the approximate amount of $120,000 secured by a
first-priority mortgage dated Dec. 2, 2016, of record in Mortgage
Book 428, Page 142 in the office of the Simpson County Court Clerk.
The Debtor has filed his First Amended Plan of Reorganization on
June 12, 2019 and has proposed to liquidate the Springfield Road
property so that any equity in that property may be made available
to the general unsecured creditors.
He is proposing to sell the property by public auction within 120
days of the Court approving the sale, on Blue Mudd Investments,
LLC's premises. The Debtor proposes to sell all property as an
"absolute" auction.
By separate Motion, the Debtor will ask to obtain Tarter Realty &
Auction, Co., 504 US 31W Bypass, Bowling Green, Kentucky 42101 to
act as auctioneer and agent based upon a commission of 7% buyer's
premium with Tarter Realty & Auction, Co. to pay all advertising
costs.
The Debtor proposes that the sales proceeds will first satisfy the
usual and customary costs and fees associated with the sale, such
as real estate taxes, title examination fees, deed taxes, closing
costs and recording fees. The net sales proceeds will be
distributed to the secured debt of Farm Credit Mid America and the
remaining proceeds will be paid according to the Debtor's approved
Plan.
Counsel for the Debtor:
Steven J. Reisman, Esq.
Jerry L. Hall, Esq.
Cindi M. Giglio, Esq.
KATTEN MUCHIN ROSENMAN LLP
575 Madison Avenue
New York, NY 10022
Telephone: (212) 940-8800
Facsimile: (212) 940-8876
E-mail: sreisman@kattenlaw.com
jerry.hall@kattenlaw.com
cindi.giglio@kattenlaw.com
- and -
Peter A. Siddiqui, Esq.
KATTEN MUCHIN ROSENMAN LLP
525 W. Monroe Street
KATTEN MUCHIN ROSENMAN LLP
Chicago, IL 60661
Telephone: (312) 902-5455
Facsimile: (312) 902-1061
peter.siddiqui@kattenlaw.com
Jesse Brent Goodrum sought Chapter 11 protection (Bankr. W.D. Ky.
Case No. 18-10717) on Oct. 9, 2018.
K&D INDUSTRIAL: July 26 Auction of Vehicles & Equipment Set
-----------------------------------------------------------
Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized the bidding procedures of
K&D Industrial Services Holding Co., Inc. and affiliates in
connection with the sale of all the vehicles and equipment listed
on Exhibit A to Cincinnati Industrial Auctioneers, Inc., and Myron
Bowling Auctioneers, Inc. for $750,000, subject to overbid.
The sale is free of all liens, claims and interests.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: No later than 5:00 p.m. (ET) on the day that
is two Business Days prior to the Auction Date
b. Initial Bid: The minimum aggregate consideration to be
received by the Debtors in the bid will equal or exceed the
Purchase Price in the Auctioneers Purchase Agreement plus the
Break-Up Fee of $21,000 plus $20,000.
c. Deposit: $25,000
d. Auction: The Auction will commence at 10:00 a.m. on July
26, 2019 at the offices of the Debtors' counsel, Lynn M. Brimer,
Strobl Sharp PLLC, 300 E. Long Lake Rd., Suite 200, Bloomfield
Hills, Michigan 48304.
e. Bid Increments: $25,000
f. Sale Hearing: Aug. 2, 2019 at 10:00 a.m.
g. Closing: Unless otherwise ordered by the Court, closing on
the Purchased Assets will occur in accordance with the terms of the
Successful Bid.
The Debtors will actively market the Purchased Assets to known
parties who may have an interest in the Purchased Assets, or have
previously submitted offers on the Purchased Assets, and will
advertise the Purchased Assets for sale in a weekend edition of an
appropriate newspaper of general distribution for two weeks prior
to the Auction date.
About K&D Industrial
Since 1974, K&D Industrial Services -- http://www.kdigroup.com/--
has provided industrial and environmental services to customers in
virtually every industry. Founded by Ken Liabenow and Dennis
Springer, K&D focuses on cleaning, removing and treating hazardous
and non-hazardous materials originating from process residual or
industrial waste. Key business areas include industrial cleaning
services, environmental remediation services, hazardous and
non-hazardous transportation services, and treatment services. K&D
services the entire Midwest through its six office locations in
Michigan, Ohio and Kentucky.
K&D Industrial Services Holding Co., Inc. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 19-43823) on March 15, 2019. At the time of the
filing, K&D Industrial disclosed zero assets and $3,369,495 in
liabilities. K&D Industries, one of K&D Industrial affiliates,
disclosed $937,714 in assets and $8,736,715 in liabilities. The
cases are assigned to Judge Phillip J. Shefferly. Strobl Sharp
PLLC is the Debtors' counsel.
KENDALL FROZEN: $150K Sale of Customer Accounts to Ms. Kendall OK'd
-------------------------------------------------------------------
Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California authorized Howard Grobstein, the
Chapter 11 trustee for Kendall Frozen Fruits, Inc., to sell certain
of the Debtor's customer accounts to Ms. Susan Kendall for a sum of
$150,000, payable by 3% of all gross commissions earned by Ms.
Kendall over a three-year term, and in exchange of Ms. Kendall
remitting her 90% shares of the Debtor to the Estate pursuant to an
agreed upon Asset Purchase Agreement.
A hearing on the Motion was held on June 26, 2019 at 11:00 a.m.
The proposed overbid procedures are approved.
The 14-day stay regarding the effectiveness of the Order is waived.
The sale is authorized free and clear of all liens, claims, and
interests.
Ms. Kendall shall: (1) pay the Trustee 3% of all gross commissions
received by Ms. Kendall from customers on the Customer List,
payable over 3 years or until $150,000 is paid to the Trustee,
whichever occurs first, and (2) deliver the KFF Shares certificate
to the Trustee, for the benefit of the Estate, upon entry of the
Order.
Ms. Kendall will provide Trustee with a written accounting of all
commissions received during each calendar month by the fifth
calendar day of the subsequent month. The first payment to be made
under this Agreement will occur 120 days after the Order becomes a
final order. All subsequent payments will be due on the 15th of
the month following the month commissions are received by Ms.
Kendall.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Kendall_Frozen_191_Sales.pdf
About Kendall Frozen Fruits
Newport Beach, California-based Kendall Frozen Fruits, Inc. --
https://www.kendallfruit.com/ -- is an industrial food supplier
specializing in the sale and marketing of fruit and vegetable
products since 1939. It offers frozen fruits, dried fruits, juice
concentrates, purees, freeze dried fruit, fruit powders, vegetable
products, chocolate covered dried fruit, and yogurt covered dried
fruit.
Kendall Frozen Fruits sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-14052) on Nov. 5,
2018. At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of the same range. Judge
Scott C. Clarkson oversees the case.
SulmeyerKupetz, A Professional Corporation, is the Debtor's
counsel.
Howard Grobstein was appointed as the Debtor's Chapter 11 trustee
on Feb. 14, 2019. The trustee hired Marshack Hays LLP as his legal
counsel.
KHRL GROUP: Sets Bidding Procedures for San Antonio Property
------------------------------------------------------------
KHRL Group, LLC, and Papa Grande Gourmet Foods, LLC, ask the U.S.
Bankruptcy Court for the Western District of Texas to authorize the
sale of the real property located at 1802 Jackson Keller Rd., San
Antonio, Texas, legally described as Bexar County BLK 11688 BLK-Lot
33 (Mama Garcia Subd.), Bexar County, Texas at auction.
Objections, if any, must be filed within 21 days from the date of
service.
The Property is collateral for a loan with TransPecos Banks, SSB,
which holds a first lien on the Property. The Property is "owned"
by KHRL Group; however, Papa Grande is a guarantor of the Property
loan, the Property's lien is cross collateralized with Papa
Grande's equipment and inventory, and Papa Grande operates its
plant at the Property. At a minimum, Papa Grande would need six
months after closing to move its operations to another plant
location, which is not uncommon in the food processing industry.
The Debtors have filed a motion to employ NRC Realty & Capital
Advisors of Texas, LLC as their Broker to conduct a conventional
sale or, if necessary, auction and the proposed auction procedures.
Due diligence materials will be available online or directly from
the Broker and the Broker will arrange for interested parties to
inspect and tour the plant after execution of a non-disclosure
agreement to protect Debtor Papa Grande's intellectual property.
The Property is to be sold "as is, where is," and free of all liens
and claims.
If the conventional sales process does not result in contract
within 180 days of entry of the motion to employ broker, then the
Debtors will sell the their interest in the Property at auction
pursuant to the bid procedures.
The auction will be conducted by sealed bid. There would be no
minimum sales price. All bids will be delivered to the Broker no
later than the published date, unless the date is extended by the
Broker with consent of the Debtors and TransPecos Bank. Any
extension to the bid deadline will be posted on the Broker's sale
website.
Bids must be accompanied by a bid deposit equal to 2.5% of the bid
price. Within two days of receiving notice that that a bidder has
made the successful bid, the bidder will deposit an Additional Bid
Deposit sufficient to equal 5% of the sales price.
The Broker reserves the right to after the initial round of sealed
bids to solicit Best and Final bids ("BAFO"). No BAFO may be lower
than the original bid. If no BAFO is made and accepted that is
larger than the winning original bid, then the original bid will
remain in full force and effect. If BAFO bids are requested, they
will be due to the Broker no later than noon on the fourth
business day following the original bidding and will follow the
same procedures as the original sealed bidding process.
The Debtors will request a hearing date to approve the sale of the
Property immediately following the sale. That date will be
available from their counsel or the bankruptcy court clerk. The
winning bidder may be required to send a representative to the
approval hearing.
The Broker will be permitted, at its discretion, to provide an
edited version of the bid procedures contained in Exhibit 1 on the
sale website for purposes of omitting portions, which are not
relevant to participating in the sale process. The sale will
require the winning bidder to allow Papa Grande Gourmet Foods to
lease the Property on a triple net basis for up to 6 months
following the closing for monthly rent equal to 1/12 of 8% of the
sales price.
All secured parties will have the right to credit bid on the
Property up to the amount of their allowed claim. If the Property,
inventory, furniture, equipment and fixtures, are sold to
TransPecos Bank pursuant to a credit bid or bid failure, the Broker
will not be entitled to any commission except that the Broker will
be entitled to the greater of one-half of any bidder's deposit
retained by the estate or $50,000 plus NRC's reasonable expenses as
an administrative claim against the bankruptcy estate. The
remaining one-half of the deposit, if any, will be transferred to
the KHRL Group, LLC Estate. Further, the Property transfer will
not be deemed a disbursement and no fees will be payable to the
United States Trustee for the value of the transfer; however, any
forfeited bidder deposits that are transferred to the Broker will
be disbursements subject to quarterly fees.
The Debtors believe there will be no negative tax consequences to
the sale. The maximum tax gain is approximately 20% of the gross
sales price, and the sale of the Property will likely be at least
at a small loss. Bidders should discuss their potential tax
liability with their own tax professionals.
TransPecos Bank has a first lien on the Property of approximately
$4.6 million and other liens secured by the Property and other
property of the Debtor of approximately $1.5 million.
If the Property is sold to a party other than TransPecos Bank, the
proceeds from the sale will be distributed as follows:
a. Proceeds from the sale of the Property will be distributed
in the following order:
i. Direct administrative costs of sale (i.e. recording
costs, Broker's fees, etc.);
ii. Outstanding real property taxes;
iii. All United States Trustee fees, which will be
estimated for the quarter the Property is sold;
iv. TransPecos Bank for its secured claims over the
Property; and
v. The KHRL Group, LLC bankruptcy estate.
b. Broker's fees will be distributed to the Broker subject to
the limitations outlined and in Exhibit 1.
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/KHRL_Group_125_Sales.pdf
About KHRL Group and Papa Grande
Gourmet Foods
Papa Grande Gourmet Foods LLC -- http://garciafoods.com/-- is a
producer of a growing line of Mexican food products including
tamales, fajitas, chorizo, shredded chicken, picadillo, carne
guisada, carnitas, chili, refried beans and rice. Founded in 1956
by Andy Garcia, Papa Grande conducts business under the name Garcia
Foods.
KHRL Group, LLC owns the real estate used in the business.
KHRL Group and Papa Grande filed voluntary Chapter 11 petitions
(Bankr. W.D. Tex. Lead Case No. 19-50390) on Feb. 25, 2019. At the
time of filing, both Debtors estimated their assets and liabilities
under $10 million. The Hon. Ronald B. King is the case judge.
Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, is the
Debtors' counsel.
LA VINAS MD: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
L.A. Vinas, M.D., P.A., according to court dockets.
About L.A. Vinas
Based in West Palm Beach, Florida, L.A. Vinas, M.D., P.A. owns
plastic surgery, med spa & skin care centers. It offers breast
augmentation, body contouring, liposuction, breast lift, face lift,
gynecomastia, tummy tuck, facial, and butt lift services.
The Company previously sought bankruptcy protection on April 17,
2017 (Bankr. S.D. Fla. Case No. 17-14765).
L.A. Vinas, M.D., P.A., again filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 19-17065) on May 29, 2019. At the time of the
filing, the Debtor estimated $0 to $50,000 in assets and $1 million
to $10 million in liabilities. Judge Erik P. Kimball oversees the
case. Kelley, Fulton & Kaplan, P.L., is the Debtor's legal
counsel.
LASALLE GROUP: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------
The Office of the U.S. Trustee on July 3, 2019, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of The LaSalle Group, Inc. and its
affiliates.
The committee members are:
(1) ShaQaz Wilder
200 E. 5th Avenue, Suite 123
Naperville, Illinois
60563 346-917-4240
shaqazw@gmail.com
(2) Aracelis Ruffolo
38W401 Sidney Court
St. Charles, Illinois 60175
630-890-5282
alice@ruffolo.com
(3) Vilora L. Williams
2636 Glenmore Dr.
Mesquite. TX 75150
214-448-1580
vlwilliams10@yahoo.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About LaSalle Group
The LaSalle Group, Inc., along with certain of its subsidiaries,
designs, develops, builds, and owns interests in memory care
assisted living communities designed specifically for people with
Alzheimer's and other forms of dementia. The communities operate
under the name Autumn Leaves.
LaSalle is a holding company for numerous wholly owned, non debtor
subsidiaries and affiliates. It directly and indirectly owns
interests in 40 memory care assisted living communities located in
Texas, Illinois, Georgia, Florida, Kansas, Missouri, Oklahoma,
South Carolina, and Wisconsin.
LaSalle and its subsidiaries sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-31484) on
May 2, 2019. At the time of the filing, the Debtors estimated
assets of between $10 million and $50 million and liabilities of
the same range.
The cases are assigned to Judge Stacey G. Jernigan.
The Debtors tapped Crowe & Dunlevy, P.C., as their legal counsel,
and Donlin, Recano & Company, Inc. as their claims and noticing
agent.
LEGACY RESERVES: U.S. Trustee Forms 5-Member Committee
------------------------------------------------------
The Office of the U.S. Trustee on July 3, 2019, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Legacy Reserves Inc. and its affiliates.
The committee members are:
(1) Wilmington Trust, National Association
1100 North Market Street
Wilmington, DE 19890
Steven Cimalore (302) 636-6058
(2) Dalton Investments, LLC
1601 Cloverfield Blvd., Suite 5050-N
Santa Monica, CA 90404
Steven D. Persky (424) 231-9100
(3) Paul C. Drueke
1630 Foot Hills Trail NE
Ada, MI 49301
Paul C. Draeke (616) 821-5375
(4) John M. Dinkel
3615 W Norfolk Ave.
Norfolk, NE 68702
John M. Dinkel (402) 640-5094
(5) Nicholas Mumford
117 Legend Hollow
Boerne, TX 78006
Nicholas Mumford (830) 336-4670
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Legacy Reserves
Legacy Reserves Inc. (NASDAQ: LGCY) --
http://www.legacyreserves.com/-- is an independent energy company
engaged in the development, production and acquisition of oil and
natural gas properties in the United States. Its current
operations are focused on the horizontal development of
unconventional plays in the Permian Basin and the cost-efficient
management of shallow-decline oil and natural gas wells in the
Permian Basin, East Texas, Rocky Mountain and Mid-Continent
regions.
Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18,
2019.
The Hon. David R. Jones is the case judge.
Perella Weinberg Partners and its affiliate, Tudor Pickering Holt &
Co., is acting as financial advisor for the Company, Sidley Austin
LLP is acting as legal advisor, and Alvarez & Marsal is acting as
restructuring advisor. Kurtzman Carson Consultants LLC --
http://www.kccllc.net/legacyreserves-- is the claims agent.
PJT Partners LP is acting as financial advisor for the Second Lien
Lenders, and Latham & Watkins LLP is acting as legal advisor.
Houlihan Lokey is acting as financial advisor for the Ad Hoc Group
of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as
legal advisor. RPA Advisors, LLC is acting as financial advisor to
Wells Fargo Bank, as administrative agent for the RBL Lenders, and
Orrick Herrington & Sutcliffe LLP is acting as legal advisor.
LONG BLOCKCHAIN: Requests C$133K Advances Under Loan Agreement
--------------------------------------------------------------
Long Island Brand Beverages LLC, a wholly owned subsidiary of Long
Blockchain Corp., requested advances totalling C$133,140 (or
approximately $101,321) from Long Island Beverage Corp. ("LIBC"),
of which $24,378 was received on June 26, 2019 and the remainder is
expected to be received promptly.
LIBC previously had advanced C$250,000 (or approximately $187,500)
to LIBB, pursuant to a loan agreement by and among LIBB, the
Company and LIBC, and a general security agreement, by and between
LIBB and LIBC, each dated as of Jan. 31, 2019. LIBB also had
received an advance of C$250,000 (or approximately $187,500) from
ECC Ventures 2 Corp., pursuant to a substantially identical loan
agreement and a substantially identical general security
agreement.
The advances totalling approximately C$133,140 were requested in
connection with an amendment to the Loan Agreement with LIBC
executed on June 25, 2019. The Company and LIBB also executed an
amendment to the Loan Agreement with ECC2 on June 25, 2019. The
Amendments increased the maximum amount of the Loans from LIBC to
C$400,000, and extended the first interest payment date and the
maturity date of all the Loans. All remaining terms of the Loan
Agreements remain unchanged. The Loans incur interest at a rate of
10% per annum and mature on Aug. 31, 2019. Accrued and unpaid
interest is payable in cash commencing on Aug. 1, 2019 and on the
first day of each calendar month thereafter. The Loans are secured
by all of the assets of LIBB and are guaranteed by the Company.
The guaranty terminates upon consummation of a sale of all or
substantially all of the equity or assets of LIBB to LIBC or ECC2
or any of their respective affiliates. As previously disclosed,
LIBB, LIBC and ECC2 also are party to that certain letter of
intent, dated Jan. 16, 2019, as amended, relating to the sale of
LIBB to ECC2 for a combination of cash and shares of ECC2.
The Company will use the C$133,140 advance to pay for ongoing
overhead expenses such as rent and payroll, legal, auditing, and
accounting services in relation to the Transaction, and amounts due
to lenders and/or vendors in order to maintain ongoing business
operations.
About Long Blockchain Corp.
Headquartered in Hicksville, New York, Long Blockchain Corp. --
http://www.longblockchain.com/-- is focused on developing and
investing in globally scalable blockchain-based financial
technology solutions. It is dedicated to becoming a significant
participant in the evolution of blockchain technology that creates
long-term value for its shareholders and the global community by
investing in and developing businesses that are "on-chain".
Blockchain technology is fundamentally changing the way people and
businesses transact, and the Company will strive to be at the
forefront of this dynamic industry, actively pursuing
opportunities. Its wholly-owned subsidiary Long Island Brand
Beverages, LLC operates in the non-alcohol ready-to-drink segment
of the beverage industry under its flagship brand 'The Original
Long Island Brand Iced Tea'.
Long Blockchain incurred a net loss of $15.21 million in 2017 and
net loss of $10.44 million in 2016. As of Sept. 30, 2018, the
Company had $12.96 million in total assets, $4.14 million in total
liabilities, and $8.81 million in total stockholders' equity.
Marcum LLP, the Company's auditor since 2014, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
MELINTA THERAPEUTICS: Vatera Capital Has 60% Stake as of June 28
----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these individuals and entities reported beneficial
ownership of shares of common stock of Melinta Therapeutics, Inc.
as of June 28, 2019:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ -------
Vatera Healthcare Partners LLC 12,660,587 59.6%
VHPM Holdings LLC 120,144 0.6%
Vatera Capital Management LLC 12,780,731 60.2%
Kevin Ferro 12,780,731 60.2%
The percentages are based upon 11,779,897 shares of Common Stock of
the Issuer outstanding as of March 31, 2019, as reported in the
Issuer's quarterly report on Form 10-Q, filed on May 10, 2019.
On June 28, 2019, Vatera Healthcare, Vatera Investment (now known
as Oikos Investment Partners LLC) and the Issuer agreed to an
amendment to the A&R Loan Agreement to provide for: (i) an
extension of the period to draw the remaining unfunded commitments
under the A&R Loan Agreement to Oct. 31, 2019; (ii) a reduction of
such commitments to $27 million (replacing the $60 million of
unfunded commitments that were previously available for borrowing
under the A&R Loan Agreement); (iii) a modification to the
"Required Lenders" definition to substitute Oikos Investment for
Vatera Healthcare as the "Required Lender" until the first date on
which Vatera Healthcare and Oikos Investment and their respective
affiliates no longer hold outstanding loans and/or unfunded
disbursement commitments in an aggregate amount equal to or greater
than 25% of the unfunded disbursement commitments held by Vatera
Healthcare and Oikos Investment on Dec. 31, 2018; (iv) modification
of the subsequent disbursements condition related to no default or
event of under the Deerfield Facility Agreement to be only that no
such default or event of default has occurred (removing the
condition that no such default or event of default is reasonably
expected to occur); and (v) certain other minor changes to the A&R
Loan Agreement.
A full-text copy of the regulatory filing is available for free at:
https://is.gd/3STZC6
About Melinta Therapeutics
New Haven, Connecticut-based Melinta Therapeutics, Inc. --
http://www.melinta.com/-- is a commercial-stage pharmaceutical
company focused on discovering, developing and commercializing
differentiated anti-infectives for the hospital and select
non-hospital, or community, settings that address the need for
effective treatments for infections due to resistant gram-negative
and gram-positive bacteria. The Company currently market four
antibiotics to treat a variety of infections caused by these
resistant bacteria.
Melinta reported a net loss available to common shareholders of
$157.2 million for the year ended Dec. 31, 2018, compared to a net
loss available to common shareholders of $78.17 million for the
year ended Dec. 31, 2017. As of March 31, 2019, the Company had
$470.44 million in total assets, $293.93 million in total
liabilities, and $176.51 million in total shareholders' equity.
Deloitte & Touche LLP, in Chicago, Illinois, issued a "going
concern" opinion in its report on the Company's consolidated
financial statements for the year ended Dec. 31, 2018. The
auditors noted that the Company's recurring losses from operations
and its need to obtain additional capital raise substantial doubt
about its ability to continue as a going concern.
MESKO RESTAURANT: Rock & Brews Buying All Assets for $1.1M
----------------------------------------------------------
Mesko Restaurant Group II, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Central District of California to
authorize the sale of substantially all assets to Rock & Brews
Holding, LLC for $1.1 million, plus additional consideration,
subject to overbid.
The case is a rare Chapter 11 case where the Debtors, the
franchisor, and the secured lender are all cooperating and working
toward the same goal -- a sale of substantially all of the Debtors'
assets and its operations as a going concern. The reason is
simple: but for a sale within the immediate future, the Debtors
(who have historically had trouble turning a profit) will be forced
to shut down and lay off over 415 employees. Thus, all parties are
motivated to have an open and transparent sale as soon as possible
in order to avoid such a lamentable result. The sale will allow
the subject restaurants to continue to operate and allow employees
to keep their jobs.
The Debtors have entered into the APA with Rock & Brews, which
contemplates the sale of substantially all of their assets to new
affiliates of Rock & Brews Holding, LLC. In doing so, the Debtors
have worked closely with their secured creditors and obtained a
conditional lien release agreement which will facilitate the Sale
with the consent of their first priority secured creditor Bank of
Hope. The Sale is subject to overbid, and Debtors are optimistic
that they will receive competing bids for their assets.
Before agreeing to the Sale, Debtors hired Joshua Teeple as chief
restructuring officer and sought input. The CRO has determined that
given the collective poor financial performance of the Debtors, a
sale is the only viable option available to the Debtors. Moreover,
the CRO believes that the Debtors will maximizing the value of
their assets by an orderly sale pursuant to 11 U.S.C. Section 363.
Through the Sale, the Buyer will acquire each of the Estates;
interest in its equipment, inventory, furniture, liquor licenses,
and other assets that are described in the APA ("Assets") for $1.1
million plus additional consideration.
The salient terms of the APA are:
a. The APA is contingent upon Bankruptcy Court approval of the
Motion and of the Bid Procedures.
b. At closing, the Buyer will pay Bank of Hope, for the
benefit of the Debtors, the sum of $1 million. The Buyer will also
pay cash in the amount of the senior secured claim of JP Morgan
Chase in the approximate amount of $100,000, subject to certain
adjustments. In exchange for the Purchase Price, the Buyer will
purchase each Debtor's Estates' interest in its assets as set forth
in Paragraph 3.1(a)-(j) of the APA, without warranty or
representation, and free and clear of all liens, claims and
interests. The Buyer will be required to pay Bank of Hope directly
in order to obtain the Bank of Hope Collateral Release Amount.
c. The Debtors owe significant sales taxes to the State of
California. The State contends it has the right to bar transfer of
the Debtors' liquor licenses if Buyer does not pay the fair market
value of the licenses to the state, for application to the Debtors'
bills for unpaid certain taxes. The amount that will be paid to
the state is additional consideration to the Estates, over and
above the Purchase Price.
d. The purchase of the Assets will be subject to overbid.
e. As additional consideration for the Sale, the Buyer will
assume and thereafter pay when due all Cure Costs related to the
Assigned Contracts and the Liabilities of the Sellers under the
Assigned Contracts as set forth in Paragraph 3.3 of the APA. The
Buyer will also be purchasing the underlying real estate at the
Buena Park location for $7.5 million.
f. As a condition of closing, if the Buyer is the successful
bidder, the Debtors will deliver to the Buyer or its designee a
Bill of Sale for the Assets.
g. If the Buyer is neither the Successful Bidder nor the
Back-Up Bidder, the Buyer, as the initial stalking-horse bidder,
will be entitled to reimbursement for its expenses in the amount of
$150,000 to be paid upon closing of the sale of Assets. If the
Buyer is the Back-Up Bidder, the Buyer will be paid the Expense
Reimbursement following close of the Sale to the Successful Bidder.
The Debtors believe that the value of the total compensation
offered to the Estates by the Buyer is approximately $1.8 million,
not including the value of forgiveness of past-due franchise fees
and management fees. The Assets will be sold free and clear of any
liens, claims and interests. The Sale will be on an "as is, where
is" basis and without representations or warranties of any kind.
The CRO believes that the Sale of the Assets pursuant to the
procedures and on the timeline proposed presents the best
opportunity to maximize value for all interested parties. The
Debtors and their professionals will continue to vigorously market
the Assets prior to the Auction. To that end, the CRO has retained
Force 10 Partners to market the Debtors' business for overbids.
The Sale will bring immediate cash into the Estates and because the
Sale is subject to overbid, the Debtors are ensuring that the
Estates obtains the highest and best possible price for the Assets.
On May 28, 2019, as Dk. No. 65, the Debtors filed a motion for
order approving bid procedures as contemplated in both the APA and
the Lien Consent agreement. On June 7, 2019, the Court entered an
order approving the Bid Procedure Motion .
The salient terms of the Bidding Procedures are:
a. Bid Deadline: 5:00 p.m. (PDT) on June 25, 2019
b. Initial Bid: A Qualified Overbid must exceed the sum of the
Purchase Price plus a $150,000 Expense Reimbursement and the
balance owed on the DIP loan as of June 25, 2019, (for reference,
as of the filing of this Motion, the DIP Loan balance is
approximately $242,100 ($165,000 for professional fees and $77,100
for operations) and will increase during the pendency of these
Bankruptcy Cases. The Debtors' CRO will provide the June 25, 2019,
balance to potential bidders upon request.
c. Deposit: $200,000
d. Auction: If one (or more timely) conforming Initial
Overbids is received, the Debtors will conduct the Auction on July
3, 2019 at 10:00 a.m. in Courtroom 5D of the United States
Bankruptcy Court located at 411 West Fourth Street, Santa Ana,
California 92701.
e. Bid Increments: $25,000
The Debtors have filed a notice of potential assumption with the
Court and served such notice on each counterparty to an executory
contract or lease listed. On the date that is four business days
before the Sale Hearing, the Buyer and any prospective bidder will
provide to the Debtors a list of those executory contracts and
Leases that it elects to have assumed and assigned to it at
closing. The Successful Bidder will make provision for the payment
of the Cure Amounts in cash at closing, or the provision of
adequate assurance that the Cure Amounts will be promptly paid on
or after closing, in accordance with Court Order.
The Debtors respectfully ask that the Court grants the Motion.
Given the notice and full opportunity to object, respond, or
participate in overbid procedures presented by this Motion, the
Trustee believes that, unless there are objections to the Motion
that are not consensually resolved, it is appropriate and good
cause exists for the Court to order that Rule 6004(h) is not
applicable, and the Property may be sold immediately. Accordingly,
the Debtors ask that the Court authorizes the Sale to be
effectuated immediately upon entry of the order approving the
Motion.
A hearing on the Motion is set for July 3, 2019 at 10:00 a.m.
A copy of the Agreement and the Bidding Procedures attached to the
Motion is available for free at:
http://bankrupt.com/misc/Mesko_Restaurant_96_Sales.pdf
The Purchaser:
ROCK & BREWS HOLDINGS, LLC
c/o Rock and Brews Holdings, Inc.
321 12th Street, Suite 112
Manhattan Beach, CA 90266
Attn: Adam Goldberg
Main Phone: (310) 546-7800
E-mail: adam.goldberg@rockandbrews.com
The Purchaser is represented by:
DAVIS WRIGHT TREMAINE LLP
Attn: J. Riley Lagesen and Joe VanLeuven
1300 SW 5th Ave, Suite 2400
Portland, OR 97201
Main Phone: (503) 241-2300
Facsimile: (503) 778-5299
E-mail: rileylagesen@dwt.com
joevanleuven@dwt.com
About Mesko Restaurant Group II
Mesko Restaurant Group, d/b/a Rock & Brews Buena Park, operates bar
& grill restaurants offering a menu of pizza, burgers & pub grub,
plus a diverse beer list.
Mesko Restaurant Group II, Inc., based in Lake Forest, CA, and its
affiliates sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
19-11830) on May 13, 2019. In the petition signed by Joshua
Teeple, CRO, Mesko Restaurant Group II estimated $500,000 to $1
million in assets and $10 million to $50 million in liabilities.
The Hon. Catherine E. Bauer oversees the cases.
Mesco tapped Marshack Hays LLP, the Law Offices of Langley & Chang,
and Weiland Golden Goodrich LLP, as attorneys.
MTS SYSTEMS: Moody's Hikes Sr. Unsecured Rating to Ba2
------------------------------------------------------
Moody's Investors Service assigned a B3 rating to MTS Systems
Corporation's proposed senior unsecured notes and upgraded the
senior secured rating to Ba2 from B1. At the same time, Moody's
affirmed the Corporate Family Rating at B1, the Probability of
Default Rating at B1-PD and the Speculative Grade Liquidity rating
at SGL-2. The outlook is stable.
RATINGS RATIONALE
The upgrade of the senior secured rating to Ba2 is based on lower
expected loss in the event of default with the addition of a
substantial amount of first-loss, senior unsecured debt in the
capital structure.
MTS' ratings reflect a meaningful presence in the global test &
simulation market driven by customers' largely inelastic research
and development expenditures. Largely favorable long-term trends
within both operating segments, an asset-lite operating model that
translates into solid free cash flow (averaged nearly $40 million
per year over the last five years) and expectations for accelerated
growth (double-digits) in higher-margin sensors end markets further
support the credit profile. MTS is well-positioned to capitalize on
the importance of product innovation and accelerated product
development cycles across numerous industries and the proliferation
of "smart" machines and automation that require sensors to operate
more intelligently and autonomously. Test segment revenues are
dominated by blue-chip automotive original equipment manufacturers
(approximately 25% of total revenues) but key end markets also
include aerospace and defense, power generation, rail
transportation and the bio-medical industry. Sensors key end
markets are also well-diversified and include plastics and rubber,
automotive, steel, aerospace and defense, construction and
agriculture.
The ratings also consider challenges in generating organic revenue
growth but with more recent trends indicating an accelerated pace
as completed investments/projects in the test & simulation business
provide valuable Intellectual Property (IP) for future orders. The
company is vulnerable to occasional loss stemming from the largely
fixed-price contract nature of the test business as well as the
company's reliance on the cyclical automotive industry.
Specifically, automotive OEMs are currently shifting more focus to
safety and cost with regard to getting electric and autonomous
vehicles to market whereas MTS' core strength is precision,
durability and reliability testing. This dynamic is expected to
become more favorable over time for MTS with additional outlays on
durability and reliability testing expected to take place during
the second investment phase of electric and autonomous vehicle
introduction/production.
The acquisition of E2M Technologies B.V. (E2M) in November 2018
helps diversify away from occasionally volatile ground vehicle
testing revenues, establishing a meaningful presence in solid
growth end markets such as flight simulation (pilot training) and
entertainment (amusement park rides).
The SGL-2 Speculative Grade Liquidity is supported by Moody's
expectations for an ongoing cash balance in the $75 million range,
annual free cash flow in excess of $40 million by the end of 2020
and no near-term debt maturities. MTS has a $150 million revolving
credit facility set to expire July 2022 that Moody's views as
adequately-sized in relation to the revenue base. After netting
posted letters of credit, availability would be approximately $130
million. A maximum total leverage ratio (debt-to-EBITDA), with
step-downs, and minimum interest coverage ratio
(EBITDA-to-interest) apply to the revolving facility only.
Substantially all assets are pledged to the bank credit agreement,
providing limited flexibility to sell assets in the event the
company needed to raise additional liquidity.
MTS plans to use proceeds of the senior unsecured notes to repay
borrowings under the revolving credit facility and term loan, so
the transaction is largely leverage neutral. However, the new
unsecured debt will be effectively subordinated to claims of the
remaining secured debt and will represent a substantial portion of
claims in MTS's liability structure. This results in a rating of B3
which is two notches below the CFR.
The remaining secured debt will benefit from the large amount of
first-loss absorption provided by the new senior unsecured debt and
the improved collateral coverage following the paydowns, therefore
the expected loss of the secured debt will be lower. This resulted
in an upgrade of the secured debt - revolving credit facility and
term loan - to Ba2, which is two notches above the CFR.
The outlook is stable, reflecting Moody's expectation that margins
will continue improving, boosted by strong demand for sensors, and
that consistent and growing free cash flow will be utilized for
organic growth investments and/or debt reduction such that
debt-to-EBITDA remains comfortably below 5x. Moody's also expects
annual revenue growth of 3%+ as favorable end market fundamentals
across both segments remain intact and/or strengthen over the next
couple of years.
The ratings could be upgraded with sustained organic revenue growth
in excess of normalized GDP growth rates. Additionally, leverage in
the low-4x range or free cash flow-to-debt trending towards 10%
could also result in upward rating pressure.
The ratings could be downgraded if debt-to-EBITDA rises above
5.25x, margins fail to improve or there is prolonged weakness in
revenue growth. Erosion in the liquidity position or the inability
to maintain steady-to-improving free cash flow could also place
downward pressure on the ratings.
Moody's took the following rating actions on MTS Systems
Corporation:
- Corporate Family Rating affirmed at B1
- Probability of Default Rating affirmed at B1-PD
- Speculative Grade Liquidity rating affirmed at SGL-2
- Senior Secured Revolving Credit Facility upgraded to Ba2 (LGD2)
from B1 (LGD3)
- Senior Secured Term Loan upgraded to Ba2 (LGD2) from B1 (LGD3)
- Senior Unsecured Notes assigned at B3 (LGD5)
- Outlook, remains stable
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
MTS Systems Corporation is a global supplier of high-performance
test and measurement systems and sensors. The test & simulation
segment provides testing solutions (hardware and software) that
simulate forces and motions that customers expect their products to
encounter while in use. The sensors segment provides products used
to automate industrial machinery and equipment for improved safety
and end-user productivity. Revenues for the latest twelve months
ended March 31, 2019 were approximately $830 million.
MTS SYSTEMS: S&P Rates $300MM Sr. Unsecured Notes 'B+'
------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '5'
recovery rating to Eden Prairie, Minn.-based testing and sensors
provider MTS Systems Corp's proposed $300 million senior unsecured
notes. The '5' recovery rating indicates S&P's expectation for
modest (10%-30%; rounded estimate: 10%) recovery in the event of
payment default. The company will use proceeds from the notes
issuance to fully pay down borrowings on its revolving credit
facility ($80 million outstanding as of March 31, 2019) and redeem
approximately $214 million of its term loan B (pro forma balance
estimated at $176 million post paydown as of March 31, 2019).
S&P said, "We also raised our issue-level ratings to 'BB' from
'BB-' and revised the recovery ratings to '2' from '3' on the
company's $150 million revolving credit facility and outstanding
term loan B. The '2' recovery rating indicates our expectations for
substantial recovery (70%-90%; rounded estimate: 85%) in the event
of payment default."
RECOVERY ANALYSIS
S&P said, "Our simulated default scenario contemplates a default in
2023. MTS is exposed to economic cyclicality that affects the auto
sector and the volatility in the oil and gas market. Our simulated
default scenario assumes sales volumes to be hampered by an
economic recession that results in less demand for the company's
products. These factors would result in a steep decline in revenue
and EBITDA.
"We continue to value the company on a going-concern basis using a
5.0x multiple of our projected emergence EBITDA, in line with
similar rated peers within the capital goods sector."
Simulated default assumptions:
-- Year of default: 2023
-- Emergence EBITDA: $60.2 million
-- Multiple: 5.0x
Simplified waterfall:
-- Net enterprise value (after 5% in administrative costs): $286.1
million
-- Obligor/nonobligor valuation split: 55%/45%
-- Collateral value available to secured debt claims: $241.1
million
-- Estimated secured debt claim: $280.3 million
-- Recovery expectations: 70%-90% (rounded estimate: 85%)
-- Value available for unsecured claim: $45.1 million
-- Estimated unsecured claim: $348.6 million
-- Recovery range: 10%-30% (rounded estimate: 10%)
Note: All debt amounts at default include six months of accrued
prepetition interest.
Ratings List
MTS Systems Corp.
Issuer Credit Rating BB-/Stable/--
New Rating
MTS Systems Corp.
Senior Unsecured
US$300 mil sr nts due 2027 B+
Recovery Rating 5(10%)
Upgraded; Recovery Rating Revised
To From
MTS Systems Corp.
Senior Secured BB BB-
Recovery Rating 2(85%) 3(60%)
NATURE'S SECOND: Hires Ritchie Bros. to Auction Equipment
---------------------------------------------------------
Nature's Second Chance Leasing, LLC, asks the Southern District of
Illinois to authorize it (i) to engage Ritchie Bros. Auctioneers
(America), Inc., as auctioneer, and (ii) to sell the equipment
listed on Exhibit C at auction.
Prior to filing its voluntary Chapter 11 case, the Debtor was in
the business of owning trucks, tractors, trailers, skid steers,
Bobcats, and similar equipment, which it leased to its affiliated
entity, Nature's Second Chance Hauling, LLC ("Hauling"). In turn,
Hauling specialized in picking up recyclable paper, such as
cardboard, and delivering it to paper mills for the purpose of
recycling into new boxes and similar paper/cardboard items.
Hauling operated in 25 states and had a fleet of 150 trucks and
Bobcats. It had 300 employees. Hauling leased its vehicles from
commercial leasing companies and from the Debtor. Hauling expended
substantial sums in developing its customer base and acquiring
(through the Debtor) equipment necessary to operate its business.
On Jan.13, 2017, GroupKLT, Inc., Hauling, the Debtor and the
then-members of Hauling and Leasing, Vern Van Hoy and J. Thomas
Long, entered into a Management Agreement, under which Group agreed
to undertake management of the day-to-day operations of Hauling's
and Leasing's business operations and financial affairs.
Prior to commencement of its Chapter 11 case, the Debtor learned
that a substantial portion of its equipment was not being used by
GroupKLT to operate Hauling's business. In light of non-use of
the equipment, the Debtor began to take possession of its equipment
and delivered the equipment to a various locations that would
facilitate either private sales or auction sale.
By this Motion, the Debtor asks entry of an Order authorizing the
Debtor to (i) engage Ritchie Bros. Auctioneers (America), Inc., as
auctioneer, (ii) sell certain equipment free and clear of all
liens, claims and encumbrances to the Purchaser, (iii) authorizing
and directing the counsel to the Debtor to execute and deliver on
behalf of the bankruptcy estate any documents, agreements, bills of
sale, deeds, certificates of title, affidavits, or other similar
instruments to facilitate the sale of the subject equipment to
purchasers, (iv) authorizing payment of the auctioneer's commission
and expenses from the proceeds of sale, and (v) directing that all
proceeds of sale be held by the Debtor's counsel in a trust account
pending further Order of the Court.
Two of the locations to which the Debtor delivered equipment were
the premises of Ritchie Bros. Auctioneers (America), Inc. in
Denver, Colorado (Aug. 7, 2019 Auction), Fort Worth, Texas (July
17, 2019 Auction), Franklin, Connecticut (July 31, 2019 Auction),
and Orlando, Florida (Aug. 29, 2019 Auction).
Ritchie Bros. is a global asset management and disposition company,
offering customers end-to-end solutions for buying and selling used
heavy equipment, trucks, and other assets. It maintains multiple
onsite and online selling platforms for the purpose of assisting
its customers in disposing of and purchasing used heavy equipment,
trucks, and other assets. Ritchie Bros. regularly attracts
numerous in-person and online buyers to its auction sales of heavy
equipment. In that respect, Ritchie Bros. advertising is
available online to thousands of potential bidders and buyers.
Authorizing the Debtor to engage Ritchie Bros. is in the best
interests of the Debtor, creditors and the estate. Among other
things, engagement of Ritchie Bros. will facilitate a prompt sale
of equipment which is unnecessary for any ongoing business
operations.
The Debtor entered into an auction sale contracts with Ritchie
Bros. Under the terms of the Agreements, Ritchie Bros. will expose
the equipment identified on Group Exhibit B to auction sales. In
addition, certain equipment was previously liquidated at auction as
described on Exhibit C. That sale was conducted inadvertently, but
it nonetheless produced sale proceeds that will be sufficient to
satisfy the claims of Caterpillar Financial, and will further
provide additional distributions to Bank of Rantoul.
The equipment identified on Group Exhibit B is not being used by
the Debtor or GroupKLT in the operation of its business, and,
therefore, it is in the best interests of creditors and the estate
for that equipment to be sold. Since the sale will be by way of
public auction, there is risk the Debtor or any interested party is
acting in concert with or colluding with any parties in connection
with the proposed sale.
In order to preserve the rights and interests of creditors and
interested parties, the Debtor proposes that all sale proceeds, net
of commissions and other fees paid to Ritchie Bros., be held by the
Debtor's counsel in Trust pending further Order of the Court.
To facilitate a prompt closing of the sale(s), the Trustee asks
that the time period set forth in Bankruptcy Rule 6004(h) be waived
and that the order approving the sale hereunder be immediately
final.
A copy of the Exhibit C attached to the Motion is available for
free at:
http://bankrupt.com/misc/Natures_Second_182_Sales.pdf
About Nature's Second Chance Leasing
Nature's Second Chance Leasing, LLC, is a trucking company based in
Alton, Illinois. It was in the business of owning trucks,
tractors, trailers, skid steers, and other Bobcat(R)-branded
equipment, which it leased to its affiliated entity, Nature's
Second Chance Hauling, LLC. Nature's Second Chance Hauling sought
bankruptcy protection (Bankr. S.D. Ill. Case No. 18-30328) on
March 19, 2018.
Nature's Second Chance Leasing sought Chapter 11 protection (Bankr.
S.D. Ill. Case No. 18-30777) on May 23, 2018. In the petition
signed by Vern Van Hoy, managing member, the Debtor estimated
assets and liabilities in the range of $1 million to $10 million.
The Debtor tapped Steven M. Wallace, Esq., at Heplerbroom, LLC, as
counsel.
NEW DOVER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: New Dover Group, Ltd.
9 Pinecrest Rd
Valley Cottage, NY 10989-1443
Business Description: New Dover Group, Ltd. is a wholesaler of
watches offering automatic, chronograpgh,
couple, and diver watches.
Chapter 11 Petition Date: July 8, 2019
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Case No.: 19-23266
Judge: Hon. Robert D. Drain
Debtor's Counsel: Joseph Y. Balisok, Esq.
BALISOK & KAUFMAN PLLC
251 Troy Avenue
Brooklyn, NY 11213
Tel: 7189289607
Fax: 7185349747
E-mail: balisoklawyers@gmail.com
joseph@lawbalisok.com
Total Assets: $984,384
Total Liabilities: $15,605,227
The petition was signed by Samuel Friedmann, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/nysb19-23266.pdf
NOAH OPERATIONS: Anderson & Karrenberg Represents TIC Owners
------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Anderson & Karrenberg provided notice that it is
representing the tenant in common interest holders of the South
Jordan Event Center, located at 322 West 11000 South, Sandy, Utah
(the "TIC Owners") in the Chapter 11 cases of Noah Operations
Richardson TX, LLC, Noah Operations Sugarland TX, LLC, Noah
Operations Chandler AZ, LLC, And Noah Corporation.
As of June 27, 2019, the TIC Owners and their percentage interests
are:
(1) Ross and Linda Greco: 1.84%
(2) Claire A. Harrington: 26.86%
(3) Sherry Kelley: 1.38%
(4) Franklin Krause: 3.45%
(5) Shawn and Teri Lund: 2.86%
(6) Steven B. and Cynthia Patterson: 27.61%
(7) Provident Trust Group: 1.84%
(8) SAMGA Corporation: 7.56%
(9) The Moyce 1989 Family Trust: 14.25%
(10) Robert and Wendy Thueson: 5.69%
(11) William G. and Susan S. Wright: 6.9%
Counsel for South Jordan TIC Owners can be reached at:
ANDERSON & KARRENBERG
Blake D. Miller, Esq.
Deborah R. Chandler, Esq.
50 W. Broadway, Suite 700
Salt Lake City, UT 84101
Telephone: (801) 534-1700
Facsimile: (801) 364-7697
E-mail: bmiller@aklawfirm.com
dchandler@aklawfirm.com
A copy of the Rule 2019 filing from PacerMonitor.com is available
at
http://bankrupt.com/misc/Noah_Operations_78_Rule2019.pdf
About Noah Operations
Noah Operations Richardson -- https://www.noahseventvenue.com/ --
offers venues for important events, including weddings, corporate
meetings, anniversaries, birthdays, and reunions.
Noah Operations Richardson TX, LLC, a company based in Lehi, Utah,
filed a Chapter 11 petition (Bankr. D. Utah Case No. 19-23492) on
May 15, 2019. In its petition, the Debtor estimated $0 to $50,000
in assets and $1 million to $10 million in liabilities. The
petition was signed by William Bowser, president of sole member
Noah Corporation. The Hon. William T. Thurman oversees the case.
T. Edward Cudick, Esq., at Prince Yeates & Geldzahler, APC, serves
as the Debtor's bankruptcy counsel.
OMNOVA SOLUTIONS: S&P Puts 'B+' ICR on CreditWatch Developing
-------------------------------------------------------------
S&P Global Ratings placed its ratings on OMNOVA Solutions Inc.,
including its 'B+' issuer credit rating, on CreditWatch with
developing implications, indicating that S&P could affirm, raise,
or lower its ratings on OMNOVA depending on its assessment of the
combined company's operations and capital structure if the
transaction is completed.
At the same time, S&P placed its 'B+' issue-level rating on
OMNOVA's first lien term loan on CreditWatch with developing
implications. There are no changes to the '3' recovery rating.
The CreditWatch placement follows the announcement that unrated
Synthomer PLC plans to acquire OMNOVA, a niche provider of
performance-enhancing chemistries and surfaces with commercial,
industrial, and residential uses. Synthomer and OMNOVA share some
overlapping product types, raw materials, and end-markets, though
they utilize different technologies and have different geographic
breakdowns. The combined group expects to derive 58% of its revenue
from Europe, 19% from North America, and 23% from Asia and the rest
of the world. At fiscal year-end 2018, OMNOVA generated 58% of its
revenue from the United States, 21% from Europe, and 20% from
Asia.
S&P said, "We may affirm the rating on OMNOVA if the transaction
does not go ahead and OMNOVA's operating performance and weighted
average credit metrics remain in line with our expectations of
FFO/debt between 12% and 20% and debt/EBITDA between 4x and 5x.
"We could raise the rating if the transaction is successfully
executed in a manner that meaningfully reduces leverage. Depending
on our view of the combined business and the ability for the
company to maintain leverage at its target levels, the rating could
be upgraded by multiple notches.
"We could lower the rating if, on a standalone or a combined basis,
leverage deteriorates from our current expectations. This could
happen if there are significant costs to combine the businesses, if
the company faces significant unexpected integration costs, or if
there is deterioration in OMNOVA's credit metrics or liquidity as
the transaction is ongoing. We could also lower the rating if we
believe there is refinancing risk for the combined company's
capital structure.
"We expect to resolve the CreditWatch placement following the close
of the transaction, which the company expects to occur in late 2019
or early 2020."
PAYLESS SOURCING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Payless Sourcing, LLC 19-44210
3231 Southeast Sixth Avenue
Topeka, KS 66607
Collective Brands Logistics Limited 19-44211
6th Floor Prince's Building, Carter Road
c/o Wilgrist Nominees Limited
Hong Kong
Business Description: Payless Sourcing -- https://www.payless.com
-- is a Delaware limited liability company
that was formed primarily for the purpose of
establishing a joint venture between
Collective Brands Logistics Limited and
Payless Sourcing. This joint venture, known
as Payless Asia Sourcing, was created
primarily for tax planning purposes and is
owned 98% by Payless Sourcing and 2% by
CBLL. As of the July Petition Date, Payless
Sourcing does not have any material assets
or liabilities.
CBLL is a Hong Kong corporation that has
historically supported the Debtors' North
America store footprint by providing
logistics and factory payment services.
Among other things, CBLL and its employees
managed the coordination of logistics and
commercial documentation activity between
factories, consolidators, and transportation
providers, and factory wire payments through
the purchase order and shipment
reconciliation process.
Chapter 11 Petition Date: July 7, 2019
Court: United States Bankruptcy Court
Eastern District of Missouri (St. Louis)
Debtors' Counsel: Richard W. Engel, Jr., Esq.
Erin M. Edelman, Esq.
John G. Willard, Esq.
ARMSTRONG TEASDALE LLP
7700 Forsyth Boulevard, Suite 1800
St. Louis, MO 63105
Tel: (314) 621-5070
Fax: (314) 612-2239
Email: rengel@armstrongteasdale.com
eedelman@armstrongteasdale.com
jwillard@armstrongteasdale.com
- and -
Ira Dizengoff, Esq.
Meredith A. Lahaie, Esq.
Kevin Zuzolo, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Tel: (212) 872-1000
Fax: (212) 872-1002
Email: idizengoff@akingump.com
mlahaie@akingump.com
kzuzolo@akingump.com
- and -
Julie Thompson, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
2001 K Street N.W.
Washington, D.C. 20006
Tel: (202) 887-4000
Fax: (202) 887-4288
Email: julie.thompson@akingump.com
Debtors'
Restructuring
Advisor: ANKURA CONSULTING GROUP, LLC
485 Lexington Avenue, 10th Floor
New York, NY 10017
https://ankura.com/
Tel: 212-818-1555
Fax: 212-818-1551
Payless Sourcing's
Estimated Assets: $0 to $50,000
Payless Sourcing's
Estimated Liabilities: $0 to $50,000
Collective Brands'
Estimated Assets: $100 million to $500 million
Collective Brands'
Estimated Liabilities: $50 million to $100 million
The petitions were signed by Stephen Marotta, chief restructuring
officer.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/moeb19-44210.pdf
http://bankrupt.com/misc/moeb19-44211.pdf
Payless Sourcing stated it has no unsecured creditors.
List of Collective Brands' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Ever-Rite International Trade $24,895,959
Co. Ltd.
7F No. 27 Songyong Rd
Sinyi District
Taipei City 110
Taiwan
Attn: Albert Wang, Owner
Tel: 886-2-2999-888 ext.313
Email: Sharon@mail.everite.com
2. Huge Development Ltd. Trade $19,886,648
2nd Floor, Eton Tower
8 Hysan Avenue
Causeway Bay
Hong Kong
Attn: Joseph Lin, CEO
Tel: 886-4-23051789
Email: Joseph@hugeintl.com
3. Xiamen C and D Light Trade $9,193,096
Industry Co Ltd.
Unit A, 17/F, C7D
International Building
Huandao East Road
Siming Area
Xiamen, China
Attn: Mr. Jian Ning Lin, GMM
Tel: 86-18016508888
Email: 180116508888@189.CN
4. Santak Corporation Trade $5,715,915
11F, No. 25 Huimin Rd.
Xitun District
Taichung City 407
Taiwan
Attn: Lu. Huei-Ting, Owner
Fax: 886-4-24529155
Email: cory_chen@santakcorp.com
5. Qingdao Xinghong Trade $5,543,293
Industry & Trade Co Ltd.
No. 207, XinshengZhuang Village
Daxin Town, Jimo City
Qingdao City, China
Attn: Legal Department
6. Highcom International Limited Trade $4,546,512
5F-3, No. 123, SEC. 3
Chung Kang Road
Sie-Tun District
Taichung, Taiwan
Attn: Lisa Chen
Tel: 886-935-396822
Fax: 886-4-23585366
Email: Lisa@highchain.com.tw
7. Ever Spotlight Ltd. Trade $3,500,744
4F-1, No. 601 Chung Chen Road
Taipei, China
Attn: Legal Department
8. Golden Pacific LXI Trade $1,519,376
156 56th Street
New York, NY 10019
Attn: Legal Department
9. Fly Earth Co. Ltd. Trade $1,407,260
6F-4 No. 255 Chung Shan
Rd. Sec 2 Chung Ho
Taipai, Tiawan
Attn: Legal Department
10. Dibang Shoes Co. Ltd. Trade $1,383,597
30 Area of China Shoe City
Wenshou, Zhejiang, China
Attn: Legal Department
11. Putian City Hui Sheng Trade $1,288,136
Trading Co. Ltd.
Room 806 Lujiang Building
Meiyuan Road
Chengxiang District
Putian City Fujian
Attn: Legal Department
12. Fusion Accessories Trade $1,258,279
Group Limited
25/FL, Grandion Plaza
932 Cheung Sha Wan Road
Kowloon, Hongkong
Attn: Legal Department
13. Dongyi Shoes Co Ltd. Trade $
No.24 Area of China
Shoes Capital 1
Wenzhou, China
Attn: Legal Department
14. South China Shoes Trade $1,016,520
Products Compay Ltd.
BLK C; 6/F
Wah Shing Centre
5 Fung Yip Street
Chaiwan, Hong Kong
15. Gamma Prosper Trade $903,312
International Ltd.
No. 4 Franky Bldg
Providence
Industrial Estates
Mahe Seychelles
Attn: Legal Department
16. Business Direct Limited Trade $685,031
Room D, 3/F
Thomson Commercial
Building, 8-10
Thomson Road
Hong Kong
Attn: Legal Department
17. Qingdao Xingzhihai Imp & Trade $570,588
Exp Co. Ltd.
No. 30 Qutangxia Road
Quingdao, China
Attn: Legal Department
18. Putian Sunyoung Trade $524,747
Enterprise Co. Ltd.
Lihan Road, Liyuan
Industrial Zone
Licheng District
Putian Fujian
Attn: Legal Department
19. Hong Kong Olisa Co. Ltd. Trade $181,472
902A, 9/F
Richmond Commerical Bldg
111 Argyle St. Mongkok
Kowloon, Hong Kong
Attn: Legal Department
20. MSL Bags and Accessories Trade $175,711
Company Limited
Room 506, 5th Floor
Poly Center No 15
Yip Fung Street
On Lok Tsuen
Hong Kong
Attn: Legal Department
On Feb. 18, 2019, each of the following entities filed a petition
in the U.S. Bankruptcy Court for the Eastern District of Missouri
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Payless Holdings LLC (Lead Case) 19-40883
Payless ShoeSource, Inc. 19-40882
PSS Delaware Company 4, Inc. 19-40884
Payless Gold Value Co, Inc. 19-40885
Payless Intermediate Holdings LLC 19-40886
Payless Collective GP, LLC 19-40887
Eastborough, Inc. 19-40888
WBG-PSS Holdings LLC 19-40889
Payless Inc. 19-40890
Collective Licensing International, LLC 19-40891
Payless Finance, Inc. 19-40892
Collective Brands Franchising Services, LLC 19-40893
Payless ShoeSource Distribution, Inc. 19-40894
Payless ShoeSource Canada, Inc. 19-40895
Payless ShoeSource Worldwide, Inc. 19-40896
Payless ShoeSource Canada, LP 19-40897
Shoe Sourcing, Inc. 19-40898
Payless ShoeSource Canada GP, Inc. 19-40899
Clinch, LLC 19-40900
Payless NYC, Inc. 19-40901
PSS Canada, Inc. 19-40902
Payless Purchasing Services, Inc. 19-40903
Payles International Francising, LLC 19-40905
Payless Shoesource of Puerto Rico, Inc. 19-40906
Payless Shoesource Merchandising, Inc. 19-40907
Collective Licensing, LP 19-40908
Collective Brands Services, Inc. 19-40910
The February Debtors' cases are being jointly administered under
Case No. 19-40883 (Payless Holdings LLC). Payless Sourcing and
Collective Brands have moved for joint administration of their
cases under the case number asssigned to the Chapter 11 case of
Payless Holdings LLC.
PHILLY DUE: Seeks Court Approval of Disclosure Statement
--------------------------------------------------------
Philly Due, Inc., doing business as The Melting Pot Maple Shade,
filed a motion asking the Court to approve its proposed disclosure
statement.
The Debtor also asks the Court to fix the deadline for the filing
of acceptances, rejections, or objections to the plan.
Under the plan, Class 1 consists of the allowed unsecured claims.
The Debtor proposes to pay this class $10,000 by distributing
$2,000, annually, on a pro rata basis.
The plan will be funded by ongoing operations of the Debtor,
carried out by existing management, and the continued efforts of
the Debtor and its management to maximize the Debtor's presence in
its marketplace while striving to keep overhead low. The plan will
be funded by financing obtained from National Equity Funding, Inc.
to pay the allowed Class 3 claim, as is provided in the plan, upon
the Effective Date and a loan from the Melting Pot Restaurant, Inc.
to Charles and Carrie June LaRosa in the amount of $50,000 which
they will invest in the Debtor.
A copy of the Disclosure Statement is available at
https://tinyurl.com/y5g8ba7x from PacerMonitor.com at no charge.
About Bux Due
Bux Due, Philly Due and Mountain Due are three separate melting pot
restaurants where guests can enjoy several fondue cooking styles
and a variety of unique entrees, salads, and desserts. LV Gaucho
is a steakhouse restaurant located in Allentown, Pennsylvania.
Mountain Due, Inc., d/b/a The Melting Pot Warrington and its
affiliates, Bux Due, Inc., LV Gaucho, Inc., and Philly Due, Inc.,
sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No.
18-14420) on July 2, 2018. The cases are jointly administered. In
the petitions signed by Charles LaRosa, their president, each
Debtor estimated assets of less than $500,000 and liabilities of $1
million to $5 million. Judge Richard E. Fehling oversees the case.
The Debtors tapped Ciardi Ciardi & Astin as their legal counsel.
PREGIS TOPCO: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
------------------------------------------------------------------
S&P Global Rating assigned its 'B' issuer credit rating to Pregis
TopCo Corp. (Pregis), a U.S. consumer packaging company, with a
stable outlook. At the same, S&P affirmed its 'B' issuer credit
rating to Pregis Holdings I Corp. (Holdings) and revised the
outlook to stable from negative.
Holdings is a subsidiary of parent entity Pregis. S&P views
Holdings as a core subsidiary of its parent's group, therefore, its
issuer credit rating and outlook on Holdings reflects its rating on
Pregis.
Pregis will be acquired by financial sponsor Warburg Pincus LLC
from the previous financial sponsor, Olympus Partners. The
transaction will be funded by a new $125 million first-lien
revolving credit facility, a new $615 million first-lien term loan,
and a new $215 million second-lien term loan, all of which will
replace the company's existing capital structure.
S&P said, "We are assigning our 'B' issue-level rating with our '3'
recovery rating to the proposed $125 million senior revolving
credit facility due in 2024 and $615 million senior term loan due
in 2026. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery of principal
in the event of a payment default. The $215 million second-lien
term loan is unrated.
"The stable outlook reflects our view that the company will
continue to grow its topline, driven by its installed base of
protective packaging machines and follow-on consumable sales model
within Global Systems and Films, growth in the eCommerce market,
and the realization of synergies from the FP International
acquisition in July 2018.
"Our 'B' issuer credit rating on Pregis reflects its moderate
installed base of patent-protected packaging systems, good
end-market and customer diversity, and very high leverage.
Following the transaction, we expect pro forma EBITA in the 7x
area, but anticipate the growing protective packaging and eCommerce
markets will allow for rapid deleveraging through EBITDA growth to
a still-high adjusted leverage of 6x by the end of 2020. We expect
the company's installed base of over 70,000 machines will allow for
decent topline growth that will support this deleveraging.
"The stable outlook on Pregis reflects our expectation for
relatively favorable end-market conditions, driven by stable
economic growth and healthy demand from protective packaging and
eCommerce markets, which will allow the company to improve
profitability and reduce leverage. We expect leverage to be about
7x in 2019 and improve further due to continued growth in the
eCommerce markets, additional realization of acquisition-related
synergies, and favorable demand trends supported by a renewed focus
on damage awareness and reduction.
"We could lower our rating on Pregis if we expect leverage to be
elevated above 7x with no clear prospects for improvement. This may
occur if, for instance, margins fell by 300 basis point as a result
of the company failing to achieve its expected operations
improvements or if it faced headwinds related to raw material
procurement. We could also lower our rating if the company pursues
debt-financed acquisitions or shareholder returns that delay the
expected delevering or stretch credit measures beyond levels
contemplated in our base case.
"We could raise our rating if we expect the company's adjusted
debt-to-EBITDA ratio will remain less than 5x on a sustained basis
and we believe the sponsor is committed to maintaining financial
policies that will support this improved level of leverage."
RUBY'S DINER: Wants to Maintain Plan Exclusivity Until Oct. 7
-------------------------------------------------------------
Ruby's Diner, Inc. and its affiliates asked the U.S. Bankruptcy
Court for the Central District of California to extend the
exclusive period for the solicitation of acceptances for its
Chapter 11 plan of reorganization through Oct. 7.
The requested extension, if granted by the court, would allow the
companies to participate in mediation, file an amended plan and
disclosure statement, and seek approval of the disclosure statement
at the Aug. 7 hearing.
The companies, together with Ruby's Franchise Systems, Inc., filed
their joint Chapter 11 plan of reorganization and disclosure
statement on April 24. But objections to the disclosure statement
were filed by the Office of the U.S. Trustee, Pillsbury Winthrop
Shaw Pittman LLP and Opus Bank.
In a bid to resolve their disputes through mediation, the companies
filed a request for assignment to mediation program. Thus, the
hearing on approval of the disclosure statement was moved to Aug. 7
to allow the mediation to proceed.
About Ruby's Diner Inc.
Ruby's Diner, Inc. -- https://www.rubys.com/ -- is a restaurant
chain headquartered in Irvine, California. Founded by Doug
Cavanaugh and Ralph Kosmides in 1982, it also has locations in
California, Nevada, Arizona, Texas, Pennsylvania and New Jersey.
Ruby's Diner, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-13311) on Sept. 5,
2018. In the petition signed by CEO Douglas S. Cavanaugh, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million. Judge Catherine E. Bauer
presides over the case. The Debtor tapped Pachulski Stang Ziehl &
Jones LLP as its legal counsel.
RUI HOLDING: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Four affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
RUI Holding Corp. (Lead Case) 19-11509
aka Restaurants Unlimited
411 First Ave. South, Suite 200
Seattle, WA 98104
RU Corp. 19-11510
Restaurants Unlimited, Inc. 19-11511
Restaurants Unlimited Texas, Inc. 19-11512
Business Description: RUI Holding and its subsidiaries --
https://www.r-u-i.com -- operate
18 different restaurant brands in 35
locations throughout six states. Unique
restaurant concepts run by the Debtors
include Portland City Grill, Palisade,
Cutters Crabhouse, and Skates on the
Bay. The Debtors' multi-unit brands include
Kincaid's, Palomino, Henry's Tavern,
Portland Seafood Company and Stanford's.
The Debtors have 1,885 part-time hourly
employees, 168 full time restaurant salaried
employees, and 50 salaried employees at
their corporate headquarters in Seattle,
Washington.
Chapter 11 Petition Date: July 7, 2019
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Debtors' Counsel: Domenic E. Pacitti, Esq.
Michael W. Yurkewicz, Esq.
Sally E. Veghte, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 North Market Street, Suite 1000
Wilmington, Delaware 19801
Tel: (302) 426-1189
Fax: (302) 426-9193
Email: dpacitti@klehr.com
myurkewicz@klehr.com
sveghte@klehr.com
Debtors'
Investment
Banker: CONFIGURE PARTNERS, LLC
Debtors'
Restructuring
Advisor: CARL MARKS ADVISORY GROUP LLC
Debtors'
Notice,
Claims, &
Balloting
Agent: EPIQ BANKRUPTCY SOLUTIONS, INC.
https://dm.epiq11.com/case/RUI/dockets
Estimated Assets
(on a consolidated basis): $50 million to $100 million
Estimated Liabilities
(on a consolidated basis): $50 million to $100 million
The petitions were signed by David Bagley, chief restructuring
officer.
A full-text copy of RUI Holding's petition is available for free
at:
http://bankrupt.com/misc/deb19-11509.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Pacific Seafod Co. of Trade Vendor $935,427
Wa/(Mukilteo)
16797 SE 130th Ave
Clackamas, OR 97015
Contact: CFO or General Counsel
Tel: 503-905-4500
Fax: 503-905-4200
Email: argeneral@pacseafood.com
2. Sysco Food Services Portland Trade Vendor $707,418
26250 SW Parkway Center Drive
Wilsonville, OR 97070
Contact: Linda Scruggs
Tel: 503-682-8700
Email: remit@sbs.sysco.com;
scruggs.linda@corp.sysco.com
3. Sysco Seattle Trade Vendor $605,661
22820 54th Avenue South
Kent, WA 98032
Contact: Linda Scruggs
Tel: 206-622-2261
Email: remit@sbs.sysco.com;
scruggs.linda@corp.sysco.com
4. Charlies Produce Company Trade Vendor $471,691
5033 1st Ave S
Seattle, WA 98134
Contact: CFO or General Counsel
Tel: 206-625-1412
Fax: 206-442-9023
Email: arremittance@charliesproduce.com
5. Sysco San Francisco NCA 050 Trade Vendor $184,615
5900 Stewart Avenue
Fremont, CA 94538
Contact: Linda Scruggs
Tel: 510-226-3000
Email: remit@sbs.sysco.com;
scruggs.linda@corp.sysco.com
6. Microsoft Licensing, GP Trade Vendor $176,290
1950 N Stemmons FWY, Ste. 5010
Dallas, TX 75207
Contact: CFO or General Counsel
Tel: 775-823-5600
Email: mscredit@microsoft.com
7. Aramark 101179/Pasadena Remit Trade Vendor $160,172
100 West California Boulevard
Pasadena, CA 91105
Contact: CFO or General Counsel
Tel: 215-238-3000
Email: aus_remitinfo@uniform.aramark.com
8. Sysco - Alaska Remit Trade Vendor $142,731
6601 Changepoint Dr
Anchorage, AK 99518
Contact: Linda Scruggs
Tel: 907-565-5567
Email: remit@sbs.sysco.com;
scruggs.linda@corp.sysco.com
9. NewPort Meat Company Trade Vendor $123,104
16691 Hale Avenue
Irvine, CA 92623-9726
Contact: CFO or General Counsel
Tel: 949-399-4299
Fax: 949-474-1439
Email: eft@newportmeat.com;
info@newportmeat.com
10. LA Specialty Produce Co Trade Vendor $118,195
dba SF Specialty
13527 Orden Drive
Santa Fe Springs, CA 90670
Contact: CFO or General Counsel
Tel: 562-741-2200
Fax: 562-741-2907
Email: accounts.receivable@laspecialty.com
11. RPAI - Retail Properties Landlord $104,390
of America
RPAI Southwest Management LLC
15105 Collections Center Drive
Chicago, IL 60693-5105
Contact: Timothy Moorehead
Tel: 469-467-9995
Email: ar.ach@rpai.com;
connor@rpai.com
12. Baseball Club of Seattle, Trade Vendor $103,800
The LLLP DBA Seattle Mariners
Safeco Field 1250 First Avenue South
Seattle, WA 98134
Contact: M. Wallace
Tel: 206-346-4001
Fax: 206-346-4001
Email: mwallace@mariners.com
13. Attilio Merlino & Assoc Inc. Trade Vendor $99,614
DBA Merlino Foods
4100 4th Ave S
Seattle, WA 98134
Contact: CFO or General Counsel
Tel: 206-723-4700
Email: ar_ach@merlino.com;
sales@merlino.com
14. Sysco MN 047 Trade Vendor $97,469
2400 County Road J
Saint Paul, MN 55112
Contact: Linda Scruggs
Tel: 763-785-9000
Email: remit@sbs.sysco.com;
scruggs.linda@corp.sysco.com
15. Sysco - Denver Trade Vendor $93,424
5000 Beeler Street
Denver, CO 80238
Contact: Linda Scruggs
Tel: 303-585-2000
Email: remit@sbs.sysco.com;
scruggs.linda@corp.sysco.com
16. Circle Centre Dev. Co. Landlord $92,469
225 W Washington St
Simon Property Group
Indianapolis, IN 46204
Contact: CFO or General Counsel
Tel: 317-681-5615
Fax: 317-685-7270
17. Kemper Holdings Landlord $76,624
DBA Lincoln Square Retail, LLC
575 Bellevue SQ
Bellevue, WA 98004
Contact: Nina Church
Tel: 425-646-3660
Email: ar@kemperdc.com;
nina.church@kemperdc.com;
Lorrie.snyder@kemperdc.com
18. FAVCO Trade Vendor $74,701
1205 W 29th Ave
Anchorage, AK 99503
Contact: CFO or General Counsel
Tel: 907-278-1525
Fax: 907-276-6626
Email: bonny@favco.net;
favco@favco.net
19. Portland French Limited Trade Vendor $69,876
DBA Portland French Bakery
6840 N Marine Dr
Portland, OR 97203
Contact: CFO or General Counsel
Tel: 503-283-3831
Fax: 503-283-0147
Email: receivables@portlandfrench.com;
comments@portlandfrench.com
20. Liberty Mutual Ins (ACH Only) Insurance/ $68,797
175 Berkeley Street Benefits
Boston, MA 02116
Contact: Jennifer Kelly
Tel: 617-357-9500
Fax: 857-224-1430
Emai: jennifer.kelly@libertymutual.com
21. Denver Pavillions Ownerco, LLC Landlord $56,659
299 Milwaukee St., Suite 500
Denver, CO 80206
Contact: A. Krantz
Tel: 303-270-0343
Email: akrtantz@gartproperties.com;
aamato@gartproperties.com
22. Elliott Bay Marina, Inc. Landlord $53,554
2601 W Marina PL
Seattle, WA 98199
Contact: Kat Binder
Tel: 206-285-4817
Email: info@elliottbaymarina.net;
kat@elliottbaymarina.net
23. Southern Glazers Wine Trade Vendor $49,837
& Spirits of NCA
33321 Dowe Ave
Union City, CA 94587-2047
Contact: CFO or General COunsel
Tel: 510-477-5500
Fax: 510-441-7189
24. TMT Lloyd Retail Inc. Landlord $48,224
901 NE Gilsan Street
c/o Eliott Associates, Inc.
Portland, OR 97232
Contact: Darren McDonald & Autumn Trapani
Tel: 503-972-7217/503-972-7213
Email: dmcdonald@naielliott.com;
atrapani@naielliott.com
25. MEPT Edgemoor REIT Landlord $45,128
DBA Brewery Block 2
7315 Wisconsin Avenue
Suite 350 West
c/o Newtower Trust Company
Bethesda, MD 20814
Contact: Sarah Kelley
Tel: 240-235-9960
Fax: 240-235-9961
Email: sarah.kelley@am.jll.com
26. BIX Produce Company LLC Trade Vendor $44,524
1415 Lorient Street
St. Paul, MN 55117
Contact: CFO or General Counsel
Tel: 651-487-8000
Fax: 651-487-1314
Email: ar@bixproduce.com
27. Ecolab Institutional Trade Vendor $44,382
1 Ecolab Place
St. Paul, MN 55102
Contact: CFO or General Counsel
Tel: 800-232-6522
Email: edireports@ecolab.com
28. SLM Waste & Recycling Utility $42,268
Services, Inc.
5000 Commerce Drive
Green Lane, PA 18054
Contact: Lori Bitting
Tel: 888-847-4449
Email: lori.bitting@slmfacilities.com
29. PPF Off 345 Spear Street, LP Landlord $41,048
345 Spear Street, Suite 124
C/O Jones Lang Lasalle - Hills Plaza
San Francisco, cA 94105
Contact: Lisa Angeloni
Tel: 415-777-3345
Email: lisa.angeloni@hillsplazasf.com
30. Port of Oakland Landlord $37,907
530 Water Street
c/o Port of Oakland
Commercial Real Estate Division
Oakland, CA 94607
Contact: A. Zamora & J. Braun
Tel: 510-272-1100
Email: azamora@portland.com;
cashier@portoakland.com;
jbraun@portoakland.com
SAFE HAVEN: Sets Bidding Procedures for Two Bellevue Practices
--------------------------------------------------------------
Safe Haven Health Care, Inc., asks the U.S. Bankruptcy Court for
the District of Idaho to authorize the sale of the property,
including but not limited to the real property, related to its
administration and operation of its assisted living and skilled
nursing facilities located in Bellevue, Idaho -- the Bell Mountain
Village and Care Center, 620 N. 6th Street, Bellevue, Idaho; and
Safe Haven Homes at Bellevue, 314 S. 7th Street, Bellevue, Idaho --
at a public auction commencing on July 16, 2019, at 10:00 a.m. (MT)
to be held at the Debtor's counsel's office located at 199 N.
Capitol Blvd., Suite 200, Boise, Idaho.
On March 8, 2109, the Court approved the Debtor's Application to
Employee Equity Partners HG, LLC, its marketing professional who is
proposed to be compensated in the event a higher bid is approved
and closed. Since employment, Equity Partners has actively
marketed the Properties and Practices nationally.
Upon approval of the Motion by the Court, Equity Partners will
continue its marketing efforts to promote the auction through its
marketing channels, including but not limited to parties that have
previously expressed interest in the Practices. The Debtor is not
aware of any connection between any interested party and the
Debtor, other than through negotiations of the sale.
To date the Debtor has not received and accepted from an interested
buyer an executed Asset Purchase Agreement. However, there are at
least two identified interested buyers of the Practices. The Debtor
believes that by establishing an auction date along with bidding
procedures, it can obtain a fair market value for the Practices
through competitive bidding from all interested parties.
The Property will be sold, subject to the Court's final approval,
to the highest bidder at auction. Pursuant to Bidding Procedures,
the bidders will execute a purchase agreement for the Practices.
The losing will be held at the convenience of the parties or as
soon after Court approval as possible. The Debtor will attempt to
sell both facilities and Practices as a single transaction.
However, it reserves the right to sell the Practices as individual
transactions if in the best interest of creditors.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: July 9, 2019 at 5:00 p.m. (MT
b. Initial Bid: The initial Overbid, if any, will provide for
total consideration with a value that exceeds the value of the
consideration in the Highest Qualified Bid by an incremental amount
that is not less than $25,000.
c. Deposit: (i) $200,000 or 10% of the Bid, whichever is
greater, for the Bell Mountain Village Property; and (ii) $50,000
or 10% of the Bid, whichever is greater for the Safe Haven Homes
Property
d. Auction: If any Qualified Bids are received by the Bid
Deadline, the Debtor will hold an auction to determine the highest
or otherwise best Qualified Bid for the relevant property on July
16, 2019 at 10:00 a.m. (MT) at the offices of Angstman Johnson, 199
N. Capitol Blvd., Ste 200, Boise, Idaho 83702.
e. Bid Increments: $5,000
f. Sale Hearing: July 25, 2019 at 10:00 a.m. (MT)
The Practices, including the Properties, are to be sold free and
clear of all liens and encumbrances with all liens (if any) to
attach to the sale proceeds. In the event of existing liens on the
Property that are not paid by the sale proceeds, the liens are not
being paid, as the Debtor anticipates agreement with those
creditors to the terms of the sale and/or the Debtor disputes the
liens asserted against the Property.
The Properties appears to be currently encumbered by certain UCC
filings. However, the Debtor disputes certain security interests
allegedly encumbering the Properties, and asks approval of the sale
pursuant to 11 U.S.C. Section 363(f)(4).
The specific interests which appear to allegedly encumber the
Property are as follows:
a. Bellevue Personal Properties Sale
i. Zions Bank, N.A., 2013-11307115 - $250,000
ii. Bank of Idaho, 2014-11490288 - Unknown
iii. Corporation Service Co. (Colonial Funding),
2015-11658497 - $35,000
iv. SBA, 2015-11681772 - Unknown
v. CCF Leasing, 2016-11739417 - Unknown
vi. Corporation Service Co., 2017-11908950 - Unknown
vii. Corporation Service Co., 2017-011946932 - Unknown
viii. Corporation Service Co., 2018-12116565 - Unknown
b. Bell Mountain Village Real Property Sale
i. Citizen's Community Bank - $4.5 million (paid at sale)
ii. US Small Business Admin - $3.25 million (paid at
sale)
c. Safe Haven Homes Real Property Sale
i. Zions Bank - $330,000 (paid at sale)
ii. Zions Bank - $150,000 (paid at sale)
The objection deadline is July 2, 2019. The Property is not
subject to any exemption. It will be sold "as is, where is and
without any warranty of any nature, either express or implied."
The Debtor asks that approval of the sale be effective immediately
and the 14-day stay imposed by Fed. R. Bankr. P 6004(h) and other
rules be waived.
A copy of the form of APA and the Bidding Procedures attached to
the Motion is available for free at:
http://bankrupt.com/misc/Safe_Haven_318_Sales.pdf
About Safe Haven Health Care
Safe Haven Health Care, Inc. -- http://www.safehavenhealthcare.org/
-- provides both in-patient and out-patient psychiatric, skilled
nursing and assisted living services. The Company has facilities
throughout southwestern, central and eastern Idaho. Safe Haven is
a division of CareFix, Inc.
Safe Haven Health Care filed a Chapter 11 petition (Bankr. D. Idaho
Case No. 18-01044) on Aug. 10, 2018. In the petition signed by
Scott Burpee, president, the Debtor disclosed $10,234,818 in assets
and $17,313,444 in liabilities. The case is assigned to Judge Jim
D. Pappas. Angstman Johnson, led by Matthew Todd Christensen, is
the Debtor's counsel.
SAGE PARK: $175K Sale of All Assets to Southern Hospitality Okayed
------------------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Sage Park Place, Inc. and
Social Investments Group II, LLC to sell substantially all assets
of Sage Park to Southern Hospitality Group, LLC for $175,000.
A hearing on the Motion was held on June 6, 2019.
The Debtor is authorized and directed that all proceeds from the
sale will be placed into escrow with the counsel for the Debtor,
George M. Geeslin, Esq., until either (a) the entry of a final
non-appealable judgment in an adversary proceeding or (b) the entry
of an order with the express written consent of the Objectors and
the Debtor; and (iii) all liens, security interests, encumbrances,
and claims, including fraudulent transfer claims, on such assets
will transfer, affix, and attach to such proceeds.
The Lease by and between NF Park Place Center LP, as Landlord, and
Sage Park Place, Inc., as Tenant, dated Nov. 5, 2009 and previously
assumed by the parties pursuant to effective by Order by the Court
dated Oct. 26, 2018 be and is assigned to the Purchaser by entry of
the Order but any such assignment of the Lease to the Purchaser is
strictly subject to the approval of NF Park Place Center, LP. the
location of the leased restaurant Assets is 4505 Ashford Dunwocdy
Road, Suite 8, Dunwoody, GA 30346); (ii) the aforesaid Lease dated
Nov. 5, 2009, was by previous Order extended from Feb. 29, 2020 to
Feb. 28, 2025 and will remain such with respect to the Purchaser,
as part of the assignment; (iii) the guarantors under the original
Lease as extended and assumed by the Court Order shall-remain
guarantors under the assigned Lease hereunder in all respects.
The Guarantors of the Lease are specified and remain: Kostas and
Argyro Liakakos, 500 Abernathy Oaks Way, Alpharetta, GA 30004. It
is the intent of the parties that nothing contained in the Order in
any way will compel NF Park Place Center, LP. to accept the
assignment of the Lease to the Purchaser or any other entity, and
that before NF Park Place Center, L.P. consents to the assignment
of the Lease to the Purchaser, N.F. Park Place Center, L.P. must
accept the terms of such assignment in its sole discretion.
With respect to the Stipulation by and between the Debtor and
creditor, Rewards Network Establishment Services, Inc., (approved
by Order dated Jan. 25, 2019), the closing of Sale is conditioned
on an agreeable arrangement between the Purchaser and Rewards and
until such agreement between Rewards and the Purchaser is reached
or the Asset Purchase and Sale Agreement terminated, the Debtor
will continue to perform through the closing date under the
aforesaid Stipulation with Rewards.
The sale is free and clear of any and all security interests,
liens, claims and encumbrances with such security interests, liens,
claims, and encumbrances to attach to the proceeds.
No creditor of the Debtor or its estate may (i) pursue payment of
its claim from the Purchaser, (ii) take any action against the
Purchaser to enforce any claims or liens.
The Order will (i) be effective, binding, and enforceable
immediately upon entry, and (ii) not be stayed pursuant to
Bankruptcy Rule 6004(g).
The sale contemplated will close by July 14, 2019.
A copy of the Purchase and Sale Agreement attached to the Order is
available for fee at:
http://bankrupt.com/misc/Sage_Park_116_Order.pdf
About Oakmont Investment, et al.
Oakmont Investment Group, LLC, and its affiliates are
privately-held companies operating in the restaurant industry.
Oakmont Investment Group was the tenant of a restaurant located at
305 Windy Hill Road, Atlanta, GA. Investment Partners Group, LLC,
was the management entity operating the restaurant at that location
and was known as Sage Woodfire Tavern.
Sage Park Place, Inc., remains the tenant of a restaurant located
at 4505 Ashford Dunwoody Road, Atlanta, GA 30346 (the "Perimeter
Restaurant") and on which, formerly, the operating entity was
Social Investments Group II, LLC, operating Sage Woodfire Tavern.
Sage Park Place, Inc., is the management entity for the restaurant
and owner entity of all assets of the restaurant.
Social Investments Group II, LLC, was a management entity and has
no assets of any value. Stradmont Oaks Investments managed a
restaurant in Alpharetta, Georgia, for a period prepetition, and on
which the tenant was JLK II, Inc., located at 11405 Haynes Bridge
Road, Alpharetta, Georgia and on which JLK II, Inc., owned or
leased substantially all equipment, furniture and other items for
use in the restaurant business.
Lastly, Sage Enterprises Group III, LLC was the tenant and
operating restaurant entity for Sage Buckhead, 3379 Peachtree Road,
Atlanta, GA.
Oakmont Investment Group and 6 its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case
No. 18-62353) on July 26, 2018. In the petitions signed by James
Liakakos, manager, Oakmont Investment Group estimated up to $50,000
in assets and $100,000 to $500,000 in liabilities. Affiliates Sage
Park Place, Inc., and Sage Enterprises Group III, LLC, each
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities.
The Debtors tapped George M. Geeslin, Esq., as their legal
counsel.
On Sept. 12, 2018, the U.S. Trustee for Region 21 appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases: (1) Anastasios Vasilakos; (2) Bruce's Best
Inc.; and (3) Performance Food Group, Inc. According to a Sept. 28
notice filed by the U.S. Trustee, Anastasios Vasilakos left the
committee.
SCHAEFER AMBULANCE: Exclusivity Period Extended Until Sept. 1
-------------------------------------------------------------
Judge Neil Bason of the U.S. Bankruptcy Court for the Central
District of California extended the period during which Schaefer
Ambulance Service, Inc. has the exclusive right to file a Chapter
11 plan through Sept. 1, and to solicit acceptances for the plan
through Dec. 1.
The bankruptcy judge also moved the deadline for the company to
either assume or reject unexpired leases of non-residential real
property to Sept. 1.
About Schaefer Ambulance Service
Schaefer Ambulance Services, Inc. -- http://www.schaeferamb.com/--
is an emergency medical services provider specializing in basic
life support; paramedic; critical care; neonatal; event standbys;
and other specialized medical services. The Company offers ground
transport for hospitals, urgent care centers, convalescent homes,
physicians, insurance companies, fire departments and
private/public events. Schaefer Ambulance was founded by Walter
Schaefer in 1932.
Schaefer Ambulance Services filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 19-11809) on Feb. 20, 2019. In the petition
signed by Leslie Maureen McNeal, treasurer, the Debtor estimated $1
million to $10 million in assets and $1 million to $10 million in
liabilities. The case is assigned to Judge Neil W. Bason. The
Debtor is represented by Craig G. Margulies, Esq., at Margulies
Faith LLP.
SCHAEFER AMBULANCE: Seeks BidMed Auction of Medical Related Assets
------------------------------------------------------------------
Schaefer Ambulance Service, Inc., asks the U.S. Bankruptcy Court
for the Central District of California to authorize BidMed, LLC to
sell and auction medical related assets reflected in the itemized
inventory (Exhibit 2) under the terms and conditions set forth in
the Order Approving Application to Employ BidMed as its Asset
Liquidation Broker.
Because it has ceased operations, the Debtor determined that a
successful plan of reorganization would require the liquidation of
substantially all of the Debtor's real and personal property assets
to generate liquidity to pay down the existing indebtedness to
Cathay, TCF and general unsecured creditors. Therefore, the Debtor
engaged in extensive efforts to inventory and market its assets.
To assist in that effort with respect to the Assets, the Debtor
employed the Auctioneer as its asset liquidation broker. Since its
employment, the Auctioneer has worked diligently on behalf of the
Debtor to market and locate potential purchasers for the Debtor's
Assets.
To date, 121 parties have registered on bidmed.com for the Auction,
of which 81% are end users (as opposed to dealers or wholesale
companies). Of those end users, 92% are ambulance and EMS
companies and other first responders (fire departments, etc.) and
8% are healthcare facilities.
The Debtor believes that the most efficient and comprehensive way
to sell the Assets and recover the highest and best prices
available would be through an online, sealed-bid auction, to be
conducted on June 19, 2019, with winning bidders to be confirmed
following Court approval. All Assets purchased at the Auction must
be paid in full by July 9, 2019, and removed by the purchaser(s) at
their own expense between July 15 to 26, 2019, depending on the
location of the Asset(s), or the subject property and any deposit
or payment will be forfeited by the purchaser(s) and is
non-refundable.
The Assets are anticipated to be sold in individual lots; however,
if bulk bids are received, the Assets may be sold in lots. The
Auction will be conducted through a sealed bid process, which is
designed to generate the highest offers for the Assets, and bidders
are able to place bids through the Auctioneer’s online bidding
system, which is available through the Auctioneer's company website
at www.bidmed.com.
Inspections and previews of the Assets have taken place upon
request since June 3, 2019 at the Debtor's business premises where
the Assets are located. A public inspection will take place on
June 18, 2019 from 10:00 a.m. to 3:00 p.m. at the Debtor's business
premises located at 4627 Beverly Blvd, Los Angeles, California
90004, and inspections may also be scheduled by appointment through
the Auctioneer through the Bid Deadline.
The Auctioneer and the Debtor estimate that the Assets have an
auction value of $2 million to $2.4 million, depending upon the
condition of the individual Asset. Certain of the Assets are
encumbered by purchase money liens held by TCF Equipment Finance.
Similarly, certain of the Assets are encumbered by purchase money
liens held by Cathay Bank. In addition, Cathay asserts a blanket
lien over all of the Assets, junior in priority only to TCF with
respect to the TCF Collateral. There are no other known holders of
liens against the Assets.
The Debtor asks authority to sell the Assets free and clear of all
liens, claims, encumbrances and interests, with the proceeds of the
sale, less fees and costs, to be disbursed to the Lienholders upon
the closing of the sale, with respect to the TCF Collateral and the
Cathay Collateral. The proceeds of the sale of all other Assets,
including Assets subject to Cathay's blanket lien, will be held by
the Debtor pending further order of the Court. The Debtor believes
that each Lienholder will be adequately protected by having its
liens, if any, attach to the net sale proceeds of the sale of the
personal property Asset in which such Lienholder alleges an
interest, in the same order of priority and with the same validity,
force and effect that such Lienholder had prior to the sale,
subject to any claims and defenses the Debtor and its Estate may
possess with respect thereto.
Additionally, the Debtor asks authority to abandon, surrender,
and/or dispose of, without further order of the Court, any Assets
that cannot be sold by the Auctioneer.
Finally, the Debtor asks the Court to waive the 14-day stay
prescribed by Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.
A copy of the Exhibit 2 attached to the Motion is available for
free at:
http://bankrupt.com/misc/Schaefer_Ambulance_255_Sales.pdf
A hearing on the Motion is set for July 2, 2019 at 2:00 p.m.
About Schaefer Ambulance Service
Schaefer Ambulance Services, Inc. -- http://www.schaeferamb.com/--
is an emergency medical services provider specializing in basic
life support; paramedic; critical care; neonatal; event standbys;
and other specialized medical services. The Company offers ground
transport for hospitals, urgent care centers, convalescent homes,
physicians, insurance companies, fire departments and
private/public events. Schaefer Ambulance was founded by Walter
Schaefer in 1932.
Schaefer Ambulance Services filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 19-11809) on Feb. 20, 2019. In the petition
signed by Leslie Maureen McNeal, treasurer, the Debtor estimated $1
million to $10 million in assets and $1 million to $10 million in
liabilities.
The case is assigned to Judge Neil W. Bason.
The Debtor engaged Craig G. Margulies, Esq., at Margulies Faith
LLP, as counsel. The Debtor tapped BidMed, LLC, as asset
liquidation broker.
SJKWD LLC: Plan Confirmation Hearing Set for Aug. 15
----------------------------------------------------
Bankruptcy Judge Robert A. Mark issued an order approving SJKWD,
LLC's disclosure statement in support of its chapter 11 plan.
The court has set a hearing on Aug. 15, 2019 at 1:30 p.m. to
consider confirmation of the plan.
The deadline for objections to confirmation and for filing ballots
accepting or rejecting the plan is Aug. 1, 2019.
The Troubled Company Reporter previously reported that unsecured
creditors under the plan will get $3,816 per month.
A full-text copy of the Disclosure Statement dated June 5, 2019, is
available at https://tinyurl.com/y5pos9rj from PacerMonitor.com at
no charge.
About SJKWD LLC
SJKWD, LLC, operates its business under the name Denny's Restaurant
located at 2710 N. Roosevelt Boulevard, Key West Florida. SJKWD
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 18-17154) on June 14, 2018. In the petition
signed by Stan Jackowski, managing member, the Debtor disclosed
$199,323 in assets and $1,036,677 in liabilities. Judge Robert A.
Mark oversees the case. The Debtor is represented by Aaron A.
Wernick, Esq., at Furr & Cohen, P.A., in Boca Raton, Florida.
STARION ENERGY: Russell R. Johnson Represents 2 Utilities
---------------------------------------------------------
In Starion Energy Inc., et al.'s Chapter 11 cases, the Law Firm of
Russell R. Johnson III, PLC, submitted a verified statement
pursuant to F.R.B.P. Rule 2019(a) to disclose its multiple
representations of utility companies that are defendants in
Adversary Proceeding No. 18-50932 filed by the Debtors.
The Utilities represented by the firm are:
A. Massachusetts Electric Company
d/b/a National Grid
Attn: Christopher S. Aronson, Esq.
40 Sylvan Road
Waltham, MA 02451
B. NSTAR Electric Company
d/b/a Eversource
Attn: Honor S. Heath, Esq.
107 Selden Street
Berlin, CT 06037
NSTAR provided the Debtors with prepetition electric service and
continues to provide the Debtors with postpetition electric
service.
The firm can be reached at:
Russell R. Johnson III, Esq.
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
4890 Washington St
Haymarket, VA 20169
Tel: +1 804-620-7133
About Starion Energy
Founded in 2009, Starion Energy -- https://www.starionenergy.com/
-- is a competitive electric supplier that markets and sells
electricity to retail customers. Starion participates in certain
"deregulated" markets -- markets in which the state has allowed
third-party energy providers to market and sell electricity supply
as an alternative to the electric supply procured and provided by
the customers' utility. It has operations in Connecticut,
Delaware, District of Columbia, Illinois, Massachusetts, Maryland,
New Jersey, New York, Ohio, and Pennsylvania. Based in Middlebury,
Connecticut, Starion Energy is a member of the Retail Energy Supply
Association (RESA).
Starion Energy and its affiliates, Starion Energy PA, Inc., and
Starion Energy NY, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 18-12608) on Nov. 14,
2018. At the time of the filing, Starion Energy disclosed
$26,888,675 in assets and $6,956,141 in liabilities.
The Hon. Mary F. Walrath is the case judge.
Gellert Scali Busenkell & Brown, LLC, is the Debtors' legal
counsel. Donlin Recano is the claims agent.
STEARNS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Seven affiliates that concurrently filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Stearns Holdings, LLC (Lead Case) 19-12226
750 State Hwy 121, Ste. 150
Lewisville, TX 75067
Protos Acquisition LLC 19-12225
bSNAP, LLC 19-12227
Private Mortgage Advisors, LLC 19-12228
Stearns Lending, LLC 19-12229
Stearns Co-Issuer Inc. 19-12230
Stearns Ventures, LLC 19-12231
Business Description: Stearns Holdings, LLC and its subsidiaries
are private, independent mortgage companies
that originate residential mortgage loans
through their national platform. The
Debtors employ approximately 2,700 people,
including employees of their joint ventures
and preferred partners. They originate
loans in 50 states.
Chapter 11 Petition Date: July 9, 2019
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtors' Counsel: Jay M. Goffman, Esq.
Mark A. McDermott, Esq.
Shana A. Elberg, Esq.
Evan A. Hill, Esq.
Edward P. Mahaney-Walter, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
4 Times Square
New York, New York 10036
Tel: (212) 735-3000
Fax: (212) 735-2000
Email: jay.goffman@skadden.com
mark.mcdermott@skadden.com
shana.elberg@skadden.com
evan.hill@skadden.com
emahaney@skadden.com
Debtors'
Investment
Bankers: PJT PARTNERS, L.P.
Debtors'
Financial
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtors,
Claims,
Noticing
Agent, and
Administrative
Advisor: PRIME CLERK LLC
https://cases.primeclerk.com/stearns
Estimated Assets: $1 billion to $10 billion
Estimated Liabilities: $1 billion to $10 billion
The petitions were signed by David Schneider, chief executive
officer.
A full-text copy of Stearns Holdings' petition is available for
free at:
http://bankrupt.com/misc/nysb19-12226.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Wilmington Trust, Potential Deficiency Undetermined
National Association, As Claim - 9.375% Senior
Indentured Trustee Secured Notes 2020
Attn: Boris Treyger
Vice President
166 Mercer Street, Suite 2R
New York, NY 10012
United States
Tel: 646-645-1851
Fax: 302-636-8587
Email: btreyger@wilmingtontrust.com
Alston & Bird LLP
Attn: Jason J. Solomon, Esq.
101 S. Tryon Street, Suite 4000
Charlotte, NC 28280
United States
Tel: 704-444-1295
Email: jason.solomon@alston.com
2. Thoroughbred Capital Contract/Trade $9,350,002
Advisors, LLC
Attn: Joe F. Jackson
Managing Partner
4745 W. 136Th Street, Suite 109
Leawood, KS 66224
United States
Joe F. Jackson
Tel: 913-558-0808
Email: joefjackson@ymail.com
3. Loan Care Servicing Trade Debt $1,089,614
Center, Inc.
Attn: Dave Worrall, President
3637 Sentara Way, Ste 303
Virginia Beach, VA 23452
United States
Tel: 972-437-5943
Fax: 757-466-0384
Email: dave.worrall@loancare.net
4. Jones, Ken Severance $583,333
Attn: Jody Grovier
6130 Anderson Rd
Forestville, CA 95436
United States
Tel: 707-887-2365
Email: grove@sonic.net
5. Tata America International Trade Debt $316,075
Corporation
Attn: Surya Kant
Chief Executive Officer
12977 Collection Center Dr
Chicago, IL 60693
United States
Tel: 212-557-8038
Fax: +91-22-6778 9000
Email: surya.kant@tcs.com
6. Microsoft Licensing, GP Trade Debt $297,815
Attn: Erich Andersen
Corporate VP and Chief IP Counsel
1950 N. Stemmons Fwy, Ste 5010
LB #842467
Dallas, TX 75207
United States
Tel: 425-421-6324
Fax: 425-706-7329
Email: erich@microsoft.com
7. Docutech, LLC Trade Debt $227,098
Attn: Amy Brandt
President and Chief
Executive Officer
4250 N. Drinkwater Blvd., Ste 110
Scottsdale, AZ 85251
United States
Tel: 208-535-9119
Fax: 208-932-0953
Email: abrandt@docutech.com
8. Synechron Inc. Trade Debt $209,168
Attn: Faisal Husain
Chief Executive Officer
1 Corporate Place South, Suite 200
Piscataway, NJ 08854
United States
Tel: 212-619-5200
Fax: 212-619-5210
Email: husain.faisal@synechron.com
9. TALX Corporation Trade Debt $170,614
Attn: William W. Canfield
President and Chief
Executive Officer
4076 Paysphere Cir
Chicago, IL 60674-4076
United States
Tel: 972-755-2100
Fax: 972-755-2080
10. SHI International Corp. Trade Debt $153,741
Attn: Thai Lee
President and Chief
Executive Officer
290 Davidson Ave
Somerset, NJ 08873
United States
Thai Lee
Tel: 203-380-8124
Emai: thai_lee@shi.com
11. Optiv Security, Inc. Trade Debt $108,592
Attn: Daniel D. Burns
Co-Founder, Chief
Financial Officer & Director
1125 17th Street Suite 1700
Denver, CO 80202
United States
Tel: 303-298-0600
12. LV Office 1 & 2, LLC Landlord $84,241
Attn: Rena Padachy
Director, Landlord's Broker
C/O Cushman & Wakefield
721 Emerson Road, Suite 600
St. Louis, MO 63141
United States
Tel: 972-663-9704
Email: rena.chappell@cushwake.com
13. Zayo Group LLC Trade Debt $80,756
Attn: Matt Steinfort
Chief Financial Officer
1805 29th St
Boulder, CO 80301
United States
Tel: 303-577-5874
Email: matt.steinfort@zayo.com
14. Mesenbrink, Daniel S Severance $66,250
Attn: Daniel S Mesenbrink
2801 Tyler St
Southlake, TX 76092
United States
Tel: 469-231-6412
Email: scottmesenbrink@yahoo.com
15. CultureIQ, Inc. Trade Debt $55,361
Attn: Gregory Besner
Founder, Chief Executive
Officer, President and Director
18 Slope Dr
Short Hills, NJ 07078
United States
Tel: 212-755-8633
Email: greg.besner@cultureiq.com
16. Momentifi Trade Debt $43,155
Attn: Gibran Nicholas
Founder and Chief
Executive Officer
3000 Old Alabama Road
Suite 119-477
Alpharetta, GA 30022
United States
Tel: 630-901-2000
Email: gibran@cmpsinstitute.org
17. Black Knight Financial Trade Debt $40,196
Services, Inc.
Attn: Darlene Ledet
601 Riverside Avenue
Jacksonville, FL 32204
United States
Tel: 904-854‐3153
Email: darlene.ledet@bkfs.com
18. Hewlett-Packard Financial Trade Debt $32,920
Services
Attn: Irv Rothman
President and Chief
Executive Officer
3000 Hanover Street
Palo Alto, CA 94304
United States
Tel: 888-215-8868
Fax: 908-898-4146
Email: irv.rothman@hpe.com
19. Staples, Inc. Trade Debt $32,562
Attn: J. Alexander Douglas
Chief Executive Officer
500 Staples Drive
Framingham, MA 01702
United States
Tel: 508-253-5000
Fax: 508-253-8989
Email: sandy.douglas@staples.com
20. Corelogic Flood Services, LLC Trade Debt $32,452
Attn: Frank Martell
President and Chief Executive Officer
40 Pacifica, Suite 900
Irvine, CA 92618
United States
Tel: 949-214-1888
Fax: 800-237-6526
Email: fmartell@corelogic.com
21. Genesys Telecommunications Trade Debt $30,522
Laboratories, Inc.
Attn: Paul Segre, Chairman
2001 Junipero Serra Blvd., #700
Daly City, CA 94014
United States
Tel: 650-466-1155
Fax: 650-466-1260
Email: paul.segre@genesys.com
22. 1-800 Contacts Inc. Landlord $29,182
Attn: John Graham
President and Chief
Executive Officer
261 Data Dr
Draper, UT 84020
United States
Tel: 801-924-9900
Fax: 801-924-9923
Email: jgraham@1800contacts.com
23. MoreDirect, Inc. Trade Debt $28,677
dba Connection Enterprise Solutions
Attn: Tim McGrath
President and Chief
Executive Officer
Route 101A
730 Milford Road
Merrimack, NH 03054-4631
United States
Tel: 603-890-8855
Email: tmcgrath@pcconnection.com
24. AT&T Corp Trade Debt $28,614
Attn: David Mcatee
General Counsel
14575 Presidio Square Blvd
Houston, TX 77083
United States
Tel: 214 757-3300
Email: dm952g@att.com
25. Randstad Technologies, LLC Trade Debt $28,056
Attn: Karen Fichuk
Chief Executive Officer
3625 Cumberland Blvd
Atlanta, GA 30339
United States
Tel: 770-937-7000
Email: karen.fichuk@randstadusa.com
26. Pendo Management LLC Trade Debt $27,775
Attn: Mike Peck, Co-Founder
200 Se Douglas Street, Suite 200
Lee's Summit, MO 64063
United States
Tel: 816-332-6627
Fax: 816-332-6628
Email: mpeck@pendomanagement.com
27. Convergeone, Inc. Trade Debt $25,648
Attn: John A. Mckenna
Chairman and Chief
Executive Officer, NW 5806
Po Box 1450
Minneapolis, MN 55485- 5806
United States
Tel: 651-796-6791
Email: jmckenna@converge-one.com
28. Assurance Software Inc. Trade Debt $21,320
Attn: Craig Potts
Chief Executive Officer
680 E Swedesford Road
Wayne, PA 19087
United States
Craig Potts
Tel: 800-478-7645
Email: cwpotts@bellsouth.net
29. The Stratmor Group Earn Out $20,000
Attn: Garth Graham
Senior Partner
5445 DTC Parkway
Penthouse 4
Greenwood Village, CO 80111
United States
Tel: 954-325-7816
Email: Garth.graham@stratmorgroup.com
30. Lehman Brothers Litigation Undetermined
Holdings, Inc.
Attn: William A Maher
Plaintiff Counsel,
Wollmuth Maher &
Deutsch LLP
500 Fifth Avenue
New York, NY 10110
United States
Tel: 212-382-3300
Email: wmaher@wmd-law.com
TELEXFREE LLC: Trustee Selling Coconut Creek Property for $480K
---------------------------------------------------------------
Stephen B. Darr, the Chapter 11 Trustee of TelexFree, LLC, and its
debtor-affiliates, filed with the U.S. Bankruptcy Court for the
District of Massachusetts, a notice of intended private sale of all
of the Estates' right, title and interest in the real property
located at 4506 San Mellina Drive, Coconut Creek, Florida to Gary
A. Anderson or his nominee for the sum of $480,000, subject to
overbid.
The Trustee intends to sell the Real Property free and clear of
liens, claims, encumbrances and interests, including Homestead
rights, except as to restrictions, easements, and limitations as
provided in the Sale Agreement. All valid liens, claims or
encumbrances will attach to the proceeds of the sale of the Real
Property. The validity and enforceability of any contested lien
will be determined by the Bankruptcy Court after due notice and
hearing.
Pursuant to the Sale Agreement, the Real Property is to be sold in
"as is" and "where is" condition. Further, the Trustee is not
making any representations or warranties whatsoever, either express
or implied, with respect to the Real Property.
In accordance with the terms of the Sale Agreement, the Purchaser
will pay to the Trustee on the closing date which will be five days
after Bankruptcy Court approval of the sale but no earlier than
June 14, 2019, the Purchase Price for the Real Property, in the
amount of $480,000 which will be paid as follows: (i) $ 10,000 paid
as a deposit in connection with the execution of the Sale
Agreement; (ii) $384,000 through conventional financing; and (iii)
$86,000 to be paid at the time of delivery of the deed.
The Sale Hearing is set for July 16, 2019 at 10:00 a.m. The
Objection Deadline is July 8, 2019 at 4:30 p.m.
Any and all counteroffers must be in an amount not less than
$504,000. All counteroffers must be accompanied by a deposit equal
to $50,000, made payable to the Trustee and delivered to counsel to
the Trustee by July 8, 2019 at 4:30 p.m.
About TelexFree, LLC
TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90. TelexFREE had over 700,000 associates or promoters
worldwide.
TelexFREE though was facing accusations of operating a $1
billion-plus pyramid scheme.
TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.
TelexFREE estimated $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Alvarez & Marsal North America, LLC, is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving as
legal advisors to TelexFREE. Kurtzman Carson Consultants LLC
serves as claims and noticing agent.
In May 2014, the Nevada bankruptcy court approved the motion by the
U.S. Securities & Exchange Commission to transfer the venue of the
Debtors' cases to the U.S. Bankruptcy Court for the District of
Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and
14-40989).
On June 6, 2014, Stephen Darr was appointed as Chapter 11 trustee.
TRI-CORE PARTNERS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The U.S. Trustee, until further notice, will not appoint an
official committee of unsecured creditors in the Chapter 11 case of
Tri-Core Partners USA, LLC, according to court dockets.
About Tri-Core Partners USA
Tri-Core Partners USA LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-16931) on May 24,
2019. At the time of the filing, the Debtor estimated assets of
between $100,001 and $500,000 and liabilities of the same range.
The case is assigned to Judge Mindy A. Mora. Kelley, Fulton &
Kaplan, P.L., is the Debtor's legal counsel.
TRIUMPH GROUP: Moody's Lowers CFR to Caa1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded its ratings of Triumph Group,
Inc., including the Corporate Family Rating to Caa1 from B3,
Probability of Default Rating to Caa1-PD from B3-PD and senior
unsecured to Caa2 from Caa1. Moody's also upgraded the Speculative
Grade Liquidity rating to SGL-3 from SGL-4. The outlook is stable.
RATINGS RATIONALE
The downgrades reflect Moody's expectations of limited cash
generation, weak credit metrics and a sustained reliance on
external financing over the next few years. The downgrades also
consider elevated near-term execution risk and the approaching
maturity of an unsecured note and revolving credit facility in the
first half of calendar 2021.
The Caa1 Corporate Family Rating balances Triumph's
highly-leveraged balance sheet and expectations of weak cash
generation against its considerable scale and well-established
presence as an aerospace supplier. Moody's expects Triumph's credit
metrics and cash flow to remain weak during fiscal 2020 and fiscal
2021 as the company burns through previously advanced customer
payments and incurs elevated costs on exiting platforms such as the
Gulfstream G280 and Boeing 747-8. These weak cash flows are against
a backdrop of a leveraged balance sheet (Moody's adjusted
debt-to-EBITDA expected to remain above 7.5x) and a noisy earnings
profile involving a history of multiple large-sized add-backs that
reduce visibility into sustainable margin levels.
Triumph's recent announcement that it is reviewing strategic
alternatives for its Structures segment (excluding its interiors
business) - the terms, timing, and structure of which are unknown,
further complicates visibility and creates uncertainty as to how
the strategic review will affect the company's operations and
financial position. The rating also considers near term execution
risk relating to the simultaneous transfer of structural work on
the G280 and Embraer's E2-Jet to external third parties.
Furthermore, following several years of pronounced earnings
declines, Triumph's ability to sustainably grow the bottom line
while improving the quality of its earnings remains to be proven.
Moody's recognizes the benefits to earnings and cash flows that
will result from Triumph's divestiture of several non-core
businesses as well as on-going efforts to de-risk the Structures
portfolio though the transfer of loss-making programs such as the
G280 and the Bombardier Global 7500. Over the longer term, Moody's
expects these actions to enhance Triumph's credit profile and to
provide a path to improved cash generation. Recent business wins in
the Integrated Systems (IS) and Product Support (PS) segments along
with the likelihood of improving profitability over time in these
businesses (IS margins were off meaningfully in fiscal 2019) help
mitigate further negative ratings pressure at this time.
The stable outlook reflects Moody's expectations that Triumph's
efforts to transition loss-making legacy programs out of its
Structures business will create a path to improved earnings and
cash flow in the upcoming 12 to 24 months.
The SGL-3 liquidity rating denotes expectations of adequate
liquidity over the next twelve months. Moody's anticipates modestly
negative to modestly positive free cash flow during fiscal 2020
driven by the liquidation of advance customer payments and costs
associated with exiting programs. External liquidity is provided by
a $700 million revolver that matures in May 2021 (contains a
springing maturity of December 2020) as well as a $125 million
Accounts Receivables (A/R) facility due October 2020. Moody's
anticipates a continued reliance on both facilities during fiscal
2020. The revolver and A/R facility contain a senior secured
leverage ratio (3.5x) and an interest coverage ratio (currently
2.5x - steps up to 2.75x in December 2019) and Moody's anticipates
just adequate cushions for the interest coverage test.
Sustained growth in earnings and improved credit metrics and
expectations of improved cash generation would support a ratings
upgrade. A favorable outcome from the strategic review of the
Structures business that enhanced Triumph's credit profile could
also drive an upgrade. The ratings could be upgraded if Triumph
were to sufficiently lower leverage such that debt-to-EBITDA on a
Moody's adjusted basis was expected to be sustained below 7.5x.
The ratings could be downgraded if Triumph's liquidity profile was
to weaken such that it becomes more reliant on external sources of
financing or if a breach of financial covenants appeared likely or
if cash generation was anticipated to be materially weaker than
current expectations. Downward rating pressure could arise if there
are unanticipated delays or costs relating to the transfer of work
on the G280 or E-Jet or if the strategic review of the Structures
business were to result in near-term liquidity pressures. An
inability to extend the maturity of the revolving credit facility
in a timely manner and/or weaker operating performance in Triumph's
Integrated Systems or Product Support businesses could also result
in downward rating pressure.
The following summarizes the rating actions:
Issuer: Triumph Group, Inc.
Corporate Family Rating, downgraded to Caa1 from B3
Probability of Default Rating, downgraded to Caa1-PD from B3-PD
Speculative Grade Liquidity Rating, upgraded to SGL-3 from SGL-4
$375 million gtd. senior unsecured notes due 2021, downgraded
to Caa2 (LGD4) from Caa1 (LGD4)
$300 million gtd. senior unsecured notes due 2022, downgraded
to Caa2 (LGD4) from Caa1 (LGD4)
$500 million gtd. senior unsecured notes due 2025, downgraded
to Caa2 (LGD4) from Caa1 (LGD4)
Outlook, changed to Stable from Negative
Triumph Group, Inc., headquartered in Berwyn, PA., designs,
engineers, manufactures, repairs, overhauls and distributes a broad
portfolio of aero-structures, aircraft components, accessories,
subassemblies and systems. The company serves commercial aerospace
(53% of sales), military (20%), business jet (23%) and regional and
other markets (4%). Pro forma revenues (after completed
divestitures) for the twelve months ended March 31, 2019 were
approximately $2.8 billion.
VIDANGEL INC: Transferring of Intellectual Property to Skip
-----------------------------------------------------------
VidAngel, Inc., asks the U.S. Bankruptcy Court for the District of
Utah to authorize the transfer of intellectual property to Skip
Foundation, Inc. pursuant to their Contribution Agreement.
The parties are awaiting the results of a jury trial on the
Studios' purported damages caused by VidAngel's copyright
infringement. That trial began in Los Angeles, California on June
10, 2019 in the U.S. District Court for the Central District of
California, Case No. 2:16-cv-04109-AB-PLA. It is expected to
continue for at least a week.
Pursuant to the Contribution Agreement, VidAngel proposes to
transfer to Skip Foundation all its intellectual property that
facilitates streaming and filtering of entertainment and enables
customers to skip objectionable content.
The Contribution Agreement provides generally as follows, subject
specifically to its terms:
a. VidAngel will transfer the Assets to Skip Foundation.
b. In consideration, VidAngel will be a founding member of
Skip.
c. Skip will assume the "Assumed Liabilities," as defined in
paragraph 3 of the Contribution Agreement.
d. Skip agrees to “license all of the Assets in accordance
with the Creative Commons-Attribution-ShareAlike (CC BY-SA 4.0 as
amended), a GNU Free Documen-tation License (v1.3 as amended), or a
patentleft license, each as applicable and that [Skip] covenants to
use such licenses in perpetuity for all technology it obtains or
develops.” Contribution Agreement, paragraph 4.
e. The Assets include: (i) Skip.tv domain name; (ii) "Skip"
trademark registration, Serial Number 88192925; (iii) Tagging
Software: (1) Stream capture and preparation services software; (2)
Web interface for collaborative tagging software; and (3) Video
utilities and algorithms for tag and stream management and delivery
software Databases of tags (skips) for about 10,000 titles and of
shows and movies (about 48,359).
f. A Trademark Assignment Agreement, which pertains to the
Skip trademark registration, will be executed presently.
g. An Intellectual Property Assignment Agreement, which
pertains to the "Assigned IP," has been executed, as has the
Contribution Agreement.
The Debtor, in the exercise of its business judgment, has
determined that a transfer of the Assets to Skip Foundation is in
the best interests of its chapter 11 estate.
A copy of the Contribution Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/VidAngel_Inc_308_Sales.pdf
About VidAngel Inc.
Based in Provo, Utah, VidAngel, Inc. is an entertainment platform
empowering users to filter language, nudity, violence, and other
content from movies and TV shows on modern streaming devices such
as iOS, Android, and Roku. The company's newly launched service
empowers users to filter via their Netflix, Amazon Prime, and HBO
on Amazon Prime accounts, as well as enjoy original content
produced by VidAngel Studios. Its signature original series, Dry
Bar Comedy, now features the world's largest collection of clean
standup comedy, earning rave reviews from fans nationwide.
VidAngel filed a Chapter 11 petition (Bankr. D. Utah Case No.
17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal
Harmon, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Kevin R. Anderson oversees the case.
The Debtor tapped J. Thomas Beckett, Esq., at Parsons Behle &
Latimer, as bankruptcy counsel; Durham Jones & Pinegar, Baker
Marquart LLP, and Stris & Maher LLP as special counsel; and Tanner
LLC as auditor and advisor. The Debtor also hired economic
consulting expert Analysis Group, Inc.
WALTER P SAUER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Walter P. Sauer, LLC
276 Greenpoint Avenue
Brooklyn, NY 11222
Business Description: Walter P. Sauer LLC is a furniture
manufacturer based in Brooklyn, New York.
Chapter 11 Petition Date: July 8, 2019
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Case No.: 19-44154
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
87 Walker Street, Second Floor
New York, NY 10013
Tel: 212-620-0938
E-mail: lmorrison@m-t-law.com
info@m-t-law.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anthony Morris, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/nyeb19-44154.pdf
WINFIELD INN: Case Summary & 18 Unsecured Creditors
---------------------------------------------------
Debtor: Winfield Inn, Inc.
dba Winfield Inn & Gardens
dba Gale Storm Coffee Shop
dba Winfield Garden Emporium
225 East Lynde Ave.
Bayfield, WI 54814
Business Description: Winfield Inn Inc. --
https://winfieldinn.com -- offers inn or
lodging services, as well as cottage, cabin,
condo, and home rentals.
Chapter 11 Petition Date: July 8, 2019
Court: United States Bankruptcy Court
Western District of Wisconsin (Eau Claire)
Case No.: 19-12327
Judge: Hon. Catherine J. Furay
Debtor's Counsel: Mark N. Mathias, Esq.
NICOLET LAW OFFICE, S.C.
511 Second Street, Suite 203
Hudson, WI 54016
Tel: 715-377-2141
E-mail: mark@nicoletlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert A. Hansen, treasurer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at:
http://bankrupt.com/misc/wiwb19-12327.pdf
ZACKY & SONS: $21.55M Sale of 19 Ranch Assets to Great Rock Okayed
------------------------------------------------------------------
Judge Robert N. Kwan of the U.S. Bankruptcy Court for the Central
District of California authorized Zacky & Sons Poultry, LLC's sale
of 19 properties described in the Notice of Reopened Auction and in
Exhibit A, which are comprised of eight non-industrial Debtor-owned
Assets and 11 real estate related assets owned by affiliates of the
Debtor, to Great Rock Capital Partners Management, LLC for $21.55
million credit bid.
Hearings on the Motion were held on May 13, 2019 at 1:30 p.m., May
30, 2019 at 1:00 p.m., and June 10, 2019 at 3:00 p.m.
At the Reopened Auction conducted by the Debtor on June 10, 2019 at
10:00 a.m. (PT), the credit bid of $21.55 submitted by Great Rock
for the 19 Ranch Assets was determined to be the highest or
otherwise best bid for the 19 Ranch Assets, and the cash bid of
$21.5 submitted by Foster Farms, LLC for the 19 Ranch Assets was
determined to be the backup bid.
The sale is free and clear of any and all liens, claims,
Encumbrances (except for any Permitted Encumbrances provided for in
the APA), and interests of any kind or nature whatsoever.
Notwithstanding the provisions of Bankruptcy Rule 6004(h), the
Order is not stayed and is effective immediately upon its entry.
A copy of the Exhibit A attached to the Order is available for free
at:
http://bankrupt.com/misc/Zacky_&_Sons_311_Order.pdf
About Zacky and Sons Poultry
Zacky & Sons Poultry, LLC -- http://zackyfarms.com/-- is a grower,
processor, distributor, and wholesaler of poultry products. It
offers turkey and chicken products such as sausages, franks, and
sliced meat.
Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on Nov.
13, 2018. In the petition signed by Lillian Zacky, managing
member, the Debtor estimated $50 million to $100 million in assets
and liabilities.
The Hon. Robert N. Kwan oversees the case.
Ron Bender, Esq., at Levene Neale Bender Yoo & Brill L.L.P., serves
as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as
financial advisor; and LKP Global Law, LLP as special employment
and labor counsel.
ZACKY & SONS: $4.5M Sale of 3 Fresno Assets to Great Rock Approved
------------------------------------------------------------------
Judge Robert N. Kwan of the U.S. Bankruptcy Court for the Central
District of California authorized Zacky & Sons Poultry, LLC's sale
to Great Rock Capital Partners Management, LLC, or its designee,
GRZ1, LLC, of the following three assets: (i) 2222 and 2240 S. East
Avenue, Fresno, California, APN 480-040-06S, for $600,000 credit
bid; (ii) 2272 S. East Avenue, Fresno, California, APN 480-040-07S,
for $910,000 credit bid; and (iii) 2950 E. California Avenue,
Fresno, California, APN 480-040-11 and 468-040-07S, for $3,010,000
credit bid.
Hearings on the Motion were held on May 13, 2019 at 1:30 p.m., May
30, 2019 at 1:00 p.m., and June 10, 2019 at 3:00 p.m.
At the Auction conducted by the Debtor on May 7, 2019 at 10:00 a.m.
(PT), the bids submitted by Great Rock were determined to be the
highest or otherwise best bids for the three Assets owned by the
Debtor.
The sale is free and clear of any and all liens, claims,
encumbrances, and interests of any kind or nature whatsoever.
Notwithstanding the provisions of Bankruptcy Rule 6004(h), the
Order is not stayed and is effective immediately upon its entry.
About Zacky and Sons Poultry
Zacky & Sons Poultry, LLC -- http://zackyfarms.com/-- is a grower,
processor, distributor, and wholesaler of poultry products. It
offers turkey and chicken products such as sausages, franks, and
sliced meat.
Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on Nov.
13, 2018. In the petition signed by Lillian Zacky, managing
member, the Debtor estimated $50 million to $100 million in assets
and liabilities.
The Hon. Robert N. Kwan oversees the case.
Ron Bender, Esq., at Levene Neale Bender Yoo & Brill L.L.P., serves
as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as
financial advisor; and LKP Global Law, LLP as special employment
and labor counsel.
[*] Porzio, Bromberg & Newman Promotes Kelly Curtin to Principal
----------------------------------------------------------------
The law firm of Porzio, Bromberg & Newman, P.C. (Porzio) on July 1
disclosed that Kelly D. Curtin has been named Principal of the
firm. Ms. Curtin is a corporate and commercial attorney and is
part of the Bankruptcy and Financial Restructuring team in Porzio's
Morristown office. She represents various corporate entities and
interests in litigation and out of court negotiations, including
debtors, committees of unsecured creditors, and post-confirmation
trusts.
Serving as special counsel to a chapter 7 trustee in prosecuting
two complex and contentious adversary proceedings, Ms. Curtin
obtained a complete victory for the trustee and the estate with a
verdict in the principal amount of over $1.15 million. She
subsequently settled the action against the principal and related
insiders favorably. Both actions involved extensive litigation by
adversaries with immense resources and a refusal to account for
their actions.
"Kelly is an integral part of our firm's bankruptcy practice. Her
legal acumen and client-focused attitude made the firm's decision
to elevate her to principal an easy one," said Porzio Managing
Principal Vito A. Gagliardi, Jr.
In reflecting on her many achievements, John S. Mairo, Bankruptcy
and Financial Restructuring Practice Group Co-Chair, shared, "I
have seen firsthand how Kelly's intelligence, determination, and
dedication have served Porzio's clients and positioned them for
success. I am happy and proud to witness her promotion to
principal."
Porzio's Bankruptcy and Financial Restructuring practice was highly
ranked in the Chambers USA 2019 legal guide and the 2019 edition of
the U.S. News – Best Lawyers "Best Law Firms" directory, and the
team's principals were named to this year's The Best Lawyers in
America. The department was also honored with the New Jersey Law
Journal's 2019 Dealmakers of the Year Award in recognition of their
work assisting restructuring companies in financial distress,
clients in multi-national insolvency litigation, and creditors in
bankruptcy matters.
Ms. Curtin earned her J.D. from the George Washington University
Law School and her B.A. from Rutgers University - Rutgers College.
She is admitted to the Bars of New York and New Jersey. She has
been recognized on the New Jersey Super Lawyers "Rising Stars" List
and the Bankruptcy: Business List (2015 – 2019). Active in many
legal organizations, Kelly is a Member of the American Bankruptcy
Institute, a Barrister of the Bankruptcy Inn of Court, Director of
Membership of the New Jersey Chapter of the International Women's
Insolvency & Restructuring Confederation, NextGen Committee Member
of the Turnover Management Association, and Member of the New
Jersey Women Lawyers Association. Ms. Curtin also volunteers her
time working with high school students participating in the Vincent
J. Apruzzese High School Mock Trial Competition and serving dinner
at Homeless Solutions, Inc., a shelter in Morris Plains, NJ.
Founded in 1962 as a small general practice firm, Porzio, Bromberg
& Newman, P.C. -- https://pbnlaw.com/ -- currently has over 90
attorneys in five offices – Morristown, N.J., New York, N.Y.,
Princeton, N.J., Washington, D.C., and Westborough, M.A. Porzio
includes three subsidiaries that specialize in providing unique
non-legal services that complement their practice: Porzio Life
Sciences, Porzio Governmental Affairs and Porzio Compliance
Services. Porzio has a strategic alliance with Love and Long,
L.L.P., a boutique, minority- and woman-owned law firm with offices
in Newark, N.J. and Philadelphia, P.A., and Porzio Life Sciences
with Aubyn (formerly Triplet & Associés), a French law firm with
offices in Lille, Paris, and London.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2019. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***